EXHIBIT
4.13

       

      


      


      MEMBERSHIP
INTERESTS PURCHASE AGREEMENT

      


      


      AMONG

      


      


      MILBRIDGE
IV, LLC

      


      AS THE
BUYER

      


      


      VAN DER
MOOLEN HOLDING N.V.

      


      AS THE
GUARANTOR

      


      


      AND

      


      


      THE
SELLERS NAMED HEREIN

      


      


      


      Dated as
of August 1, 2007

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
OF CONTENTS

       

      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  ARTICLE
      I

                	
                  DEFINITIONS

                	
                  1

                
	
                  Section
      1.1

                	
                  Definitions

                	
                  1

                
	
                  Section
      1.2

                	
                  Other
      Terms

                	
                  9

                
	 
      	 
      	 
      
	
                  ARTICLE
      II

                	
                  PURCHASE
      AND SALE OF THE INTERESTS

                	
                  9

                
	
                  Section
      2.1

                	
                  Purchase
      and Sale of Interests

                	
                  9

                
	
                  Section
      2.2

                	
                  Purchase
      Price

                	
                  9

                
	
                  Section
      2.3

                	
                  Payment
      of Purchase Price

                	
                  10

                
	
                  Section
      2.4

                	
                  Taxes
      on Sale; Offset Against Deferred Payments

                	
                   10

                
	
                  Section
      2.5

                	
                  Determination
      of NTP; Dispute Resolution

                	
                  11

                
	
                  Section
      2.6

                	
                  The
      Closing

                	
                  12

                
	
                  Section
      2.7

                	
                  Deliveries
      at Closing

                	
                  12

                
	
                  Section
      2.8

                	
                  Allocation

                	
                  12

                
	 
      	 
      	 
      
	
                  ARTICLE
      III

                	
                  REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

                	
                  12

                
	
                  Section
      3.1

                	
                  Organization
      and Subsidiaries

                	
                   12

                
	
                  Section
      3.2

                	
                  Capitalization

                	
                  12

                
	
                  Section
      3.3

                	
                  Power
      and Authority; Effect of Agreement; No Violation

                	
                  13

                
	
                  Section
      3.4

                	
                  Financial
      Statements

                	
                  14

                
	
                  Section
      3.5

                	
                  Absence
      of Certain Changes or Events

                	
                  14

                
	
                  Section
      3.6

                	
                  Title
      to Properties and Assets (other than Intellectual
Property)

                	
                  15

                
	
                  Section
      3.7

                	
                  Tax
      Matters

                	
                  16

                
	
                  Section
      3.8

                	
                  Compliance
      with Law; Governmental Permits

                	
                  17

                
	
                  Section
      3.9

                	
                  Leased
      Assets

                	
                  18

                
	
                  Section
      3.10

                	
                  Intellectual
      Property

                	
                  18

                
	
                  Section
      3.11

                	
                  Accounts
      Receivable; Accounts Payable

                	
                  19

                
	
                  Section
      3.12

                	
                  Employees
      and Consultants

                	
                  19

                
	
                  Section
      3.13

                	
                  Labor
      Matters and Employment Standards

                	
                  20

                
	
                  Section
      3.14

                	
                  Employee
      Benefit and Pension Plans

                	
                  20

                
	
                  Section
      3.15

                	
                  Contracts

                	
                  21

                
	
                  Section
      3.16

                	
                  No
      Violation, Litigation or Regulatory Action

                	
                  22

                
	
                  Section
      3.17

                	
                  Insurance

                	
                  23

                
	
                  Section
      3.18

                	
                  Environmental
      Matters

                	
                  23

                
	
                  Section
      3.19

                	
                  Indebtedness

                	
                  23

                
	
                  Section
      3.20

                	
                  Liabilities

                	
                  23

                
	
                  Section
      3.21

                	
                  Absence
      of Certain Business Practices

                	
                  24

                
	
                  Section
      3.22

                	
                  Potential
      Conflicts of Interest

                	
                  24

                
	
                  Section
      3.23

                	
                  Books
      and Records

                	
                  25

                
	
                  Section
      3.24

                	
                  No
      Finder

                	
                  25

                
	
                  Section
      3.25

                	
                  No
      Withdrawals

                	
                  25

                
	 
      	 
      	 
      
	
                  ARTICLE
      IV

                	
                  REPRESENTATIONS
      AND WARRANTIES OF THE SELLERS

                	
                  25

                
	
                  Section
      4.1

                	
                  Authority;
      Effect of Agreement

                	
                  25

                


        

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
      4.2

                	
                  Ownership
      of Interests

                	
                  25

                
	 
      	 
      	 
      
	
                  ARTICLE
      V

                	
                  REPRESENTATIONS
      AND WARRANTIES OF THE BUYER

                	
                  26

                
	
                  Section
      5.1

                	
                  Organization

                	
                  26

                
	
                  Section
      5.2

                	
                  Authorization
      and Validity of Agreement

                	
                  26

                
	
                  Section
      5.3

                	
                  Consents
      and Approvals

                	
                  26

                
	
                  Section
      5.4

                	
                  No
      Conflict or Violation

                	
                  26

                
	
                  Section
      5.5

                	
                  Litigation

                	
                  27

                
	
                  Section
      5.6

                	
                  No
      Finder

                	
                  27

                
	
                  Section
      5.7

                	
                  Acquisition
      of Membership Interests for Investment; Ability to Evaluate and Bear
      Risk

                	
                  27

                
	
                  Section
      5.8

                	
                  Guarantor

                	
                  27

                
	 
      	 
      	 
      
	
                  ARTICLE
      VI

                	
                  POST-CLOSING
      COVENANTS

                	
                  28

                
	
                  Section
      6.1

                	
                  Efforts

                	
                  28

                
	
                  Section
      6.2

                	
                  Acquisitions

                	
                  28

                
	
                  Section
      6.3

                	
                  Confidentiality

                	
                  29

                
	
                  Section
      6.4

                	
                  Public
      Announcement

                	
                  29

                
	
                  Section
      6.5

                	
                  Tax
      Matters

                	
                  29

                
	
                  Section
      6.6

                	
                  Name

                	
                  30

                
	
                  Section
      6.7

                	
                  Separate
      Entity

                	
                  30

                
	
                  Section
      6.8

                	
                  Management
      Team

                	
                  31

                
	
                  Section
      6.9

                	
                  Day
      to Day Management

                	
                  31

                
	
                  Section
      6.10

                	
                  Capitalization

                	
                  31

                
	 
      	 
      	 
      
	
                  ARTICLE
      VII

                	
                  INDEMNIFICATION

                	
                  31

                
	
                  Section
      7.1

                	
                  Survival
      of Representations, Warranties and Covenants

                	
                  31

                
	 
      	 
      	 
      
	
                  ARTICLE
      VIII

                	
                  MISCELLANEOUS

                	
                  35

                
	
                  Section
      8.1

                	
                  Notices

                	
                  35

                
	
                  Section
      8.2

                	
                  Entire
      Agreement

                	
                  36

                
	
                  Section
      8.3

                	
                  Assignment;
      Binding Effect; No Third Party Beneficiary

                	
                  36

                
	
                  Section
      8.4

                	
                  Fees
      and Expenses

                	
                  36

                
	
                  Section
      8.5

                	
                  Amendments

                	
                  36

                
	
                  Section
      8.6

                	
                  Waivers

                	
                  36

                
	
                  Section
      8.7

                	
                  Severability

                	
                  37

                
	
                  Section
      8.8

                	
                  Captions

                	
                  37

                
	
                  Section
      8.9

                	
                  Counterparts;
      Facsimile Delivery

                	
                  37

                
	
                  Section
      8.10

                	
                  Governing
      Law

                	
                  37

                
	
                  Section
      8.11

                	
                  Arbitration

                	
                  37

                
	
                  Section
      8.12

                	
                  Construction

                	
                  37

                
	
                  Section
      8.13

                	
                  Negotiated
      Agreement

                	
                  38

                
	
                  Section
      8.14

                	
                  Authority
      of the Seller Representatives

                	
                  38

                
	
                  Section
      8.15

                	
                  Guaranty

                	
                  40

                


        

      

       

      
 

      
        
          
          

        

        
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      MEMBERSHIP
INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as
of August 1, 2007, among Milbridge IV, LLC, a New York limited liability
company, (the “Buyer”) and, solely
with respect to Section 8.15 hereof,
Van der Moolen Holding N.V., a Dutch limited liability company (the “Guarantor”), and
those members listed on Schedule A attached
hereto (collectively, the “Sellers”).

       

      WHEREAS,
the Sellers collectively own all of the issued and outstanding membership
interests (the “Membership Interests”
of Robbins & Henderson LLC, a New York limited liability company (the “Company”);

       

      WHEREAS,
the Buyer desires to acquire the business conducted by the Company;
and

       

      WHEREAS,
the Buyer desires to purchase, and the Sellers desires to sell, all of the
outstanding Membership Interests, upon the terms and subject to the conditions
set forth herein;

       

      NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreement contained herein, the parties hereby agree as follows:

       

      ARTICLE
I

       

      DEFINITIONS

       

      Section
1.1              Definitions.  When
used in this Agreement, the following terms shall have the meanings set forth in
this Section
1.1.  All Article and Section numbers used in this Agreement
refer to Articles and Sections of this Agreement unless otherwise specifically
described.

       

      “2007 NTP” shall mean
the NTP for the period commencing January 1, 2007 and ending on December 31,
2007.

       

      “2008 NTP” shall mean
the NTP for the period commencing January 1, 2008 and ending on December 31,
2008.

       

      “Affiliate” means,
with respect to any specified Person, a Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with, such specified Person.

       

      “Agreement” shall have
the meaning set forth in the preamble.

       

      “Balance Sheets” shall
have the meaning set forth in Section
2.5(a).

       

      “Business” shall mean
floor trading on The New York Stock Exchange.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Business Day” shall
mean any day other than a Saturday, Sunday or a day on which banks in New York,
New York are authorized or obligated by Law to close.

       

      “Business Intellectual
Property” shall mean the Intellectual Property used, and trademarks
intended to be used as evidenced by a duly filed trademark application, in
connection with the Business.

       

      “Buyer” shall have the
meaning set forth in the preamble.

       

      “Capital Balances”
shall mean the total amount of capital of the Sellers in the Company which
equals $1,000,000 at August 1, 2007.

       

      “Cause” shall have the
meaning set forth in the Employment Agreements.

       

      “Closing” shall have
the meaning set forth in Section
2.6.

       

      “Closing Date” shall
have the meaning set forth in Section
2.6.

       

      “Code” shall mean the
Internal Revenue Code of 1986, as amended.

       

      “Company” shall have
the meaning set forth in the recitals hereto.

       

      “Company Financial
Statements” shall have the meaning set forth in Section
3.4.

       

      “Contingent
Obligation” shall mean, with respect to any Person, any obligation or
arrangement of such Person to guarantee or intended to guarantee any
Indebtedness, capitalized leases, dividends or other payment obligations (“primary obligations”)
of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, including, without limitation, (a)
the direct or indirect guarantee, endorsement (other than for collection or
deposit in the ordinary course of business consistent with past practice),
co-making, assumption, discounting with recourse or sale with recourse by such
Person of any primary obligation of a primary obligor, (b) the obligation to
make take-or-pay or similar payments, if required, regardless of nonperformance
by any other party or parties to an agreement or (c) any obligation of such
Person, whether or not contingent, (i) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (a) for the purchase or payment of any such primary
obligation or (b) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, assets, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof.  The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made (or, if less, the maximum amount of such primary obligation for which
such Person may be liable pursuant to the terms of the instrument evidencing
such Contingent Obligation) or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder), as determined by such Person in good
faith.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Contract” shall mean
any written or oral note, bond, mortgage, indenture, lease or other agreement or
arrangement.

       

      “Direct Trading
Expenses” shall mean all costs directly related to the Company’s
activities, including, but not limited to, (1) self regulatory organization fees
and dues; (2) commissions and clearance fees; (3) other market access expenses
(including the cost of any self regulatory organization memberships used by the
Company); (4) financing costs used on capital used by the Company at a rate of
 *; (5) market data charges; (6) communications costs; (7) salaries and
bonus costs (including, without limitation, those bonus costs related to the
Original Bonus Pool (as defined in the Employment Agreements) and the New
Business Pool (as defined in the Employment Agreements); (8) travel and
entertainment expenses; and (9) fixed monthly fees of * per revenue-generating
employee of the Company from the Closing Date until the end of 2007 and *
per revenue-generating employee annually until the end of 2008, for costs
relating to support functions provided to the Company by personnel of the
Company (including, without limitation, information technology, accounting,
compliance, legal and administration).

       

      “Documents” shall
mean, collectively, each agreement, instrument, document and certificate,
including this Agreement, necessary for the consummation of the transactions
contemplated by this Agreement.

       

      “Earnout Period” shall
mean the period from the date hereof to December 31, 2008.

       

      “Employment
Agreements” shall mean the employment agreements entered into in
connection with the transactions contemplated by this Agreement between the
Company and each of the Principals.

       

      “Environmental Laws”
shall mean, to the extent applicable, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. 9601 et seq., as amended; the Resource
Conservation and Recovery Act, 42 U.S.C. 6901 et seq., as amended; the Clean Air
Act, 42 U.S.C. 7401 et seq., as amended; the Clean Water Act, 33 U.S.C. 1251 et
seq., as amended; the Occupational Safety and Health Act, 29 U.S.C. 655 et seq.;
and any other Laws, in effect as at or prior to the Closing Date, imposing
liability or establishing standards of conduct for protection of the environment
or pertaining to Hazardous Substances.

       

      “Exchange Act” shall
mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.

       

      “FCPA” shall have the
meaning set forth in Section
3.21.

       

      “GAAP” shall mean
United States generally accepted accounting principles.

       

      “Good Reason” has the
meaning set forth in the Employment Agreements.

       

      “Governmental Entity”
shall mean any government or any court, arbitral tribunal, administrative agency
or commission or other governmental or other regulatory authority or agency,
federal, state, local or foreign.

       

      
        

      

      
        *
Indicates omission of material which has been separately filed pursuant to a
request for confidential treatment

         

         

      

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Guarantor” shall have
the meaning set forth in the preamble.

       

      “Hazardous Substances”
shall include, without regard to amount or concentration (a) any element,
compound, gas or chemical that is defined, listed or otherwise classified as a
toxic pollutant, toxic or hazardous substance, extremely hazardous substance or
chemical, hazardous material, hazardous waste, medical waste, biohazardous or
infectious waste, or special waste under applicable Environmental Laws; (b)
petroleum, petroleum-based or petroleum-derived products; (c) any substance
exhibiting a hazardous waste characteristic including but not limited to
corrosivity, ignitibility, toxicity or reactivity as well as any radioactive or
explosive materials; and (d) any substance containing polychlorinated biphenyls,
asbestos, lead, urea formaldehyde or radon gas.

       

      “Indebtedness” shall
mean indebtedness of any Person at any date of determination, including, without
duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred and unpaid purchase price of
property or services (other than trade payables and accrued current liabilities
incurred in the ordinary course of such Person’s business consistent with past
practice), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all obligations of such Person
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (e) all obligations of
such Person as lessee under capitalized leases and synthetic leases, (f) all
obligations of such Person under acceptances, letters of credit or similar
facilities, (g) all obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any equity interests in such
Person or any other Person or any warrants, rights or options to acquire such
equity interests (in each case, pursuant to the terms of such equity interests)
if the failure to pay such monetary obligations allows the holders of such
equity interests to exercise remedies or additional rights against such Person,
valued, in the case of any redeemable preferred equity interests, at the greater
of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends, (h) all obligations of such Person in respect of interest rate hedge
agreements (as such obligations are valued therein), (i) all Contingent
Obligations of such Person, (j) all bank overdrafts and (k) all indebtedness and
other payment obligations referred to in clauses (a) through (j) above of
another Person secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property
(including, without limitation, accounts and Contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such indebtedness or other payment obligations.

       

      “Indemnified Party”
shall have the meaning set forth in Section
7.1(d)(1).

       

      “Indemnifying Party”
shall have the meaning set forth in Section
7.1(d)(1).

       

      “Indemnity Cap” shall
have the meaning set forth in Section
7.1(e).

       

      “Intellectual
Property” shall mean all intellectual property rights, including patents,
trademarks, service marks, internet domain names, slogans, trade names, and the
goodwill associated with any of the foregoing, copyrights, in both published and
unpublished 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      works, and
all registrations and applications for any of the foregoing, franchises,
licenses, proprietary know-how, proprietary trade secrets, proprietary customer
lists, proprietary vendor lists, proprietary information, proprietary processes,
proprietary formulae, proprietary computer programs and applications,
proprietary layouts, proprietary specifications, proprietary designs,
proprietary patterns, proprietary inventions, proprietary development tools and
all documentation and media constituting, describing or relating to the above,
including manuals, memoranda and records wherever created throughout the
world.

       

      “Intellectual Property
Contracts” shall mean all contracts concerning the Business Intellectual
Property to which the Company is a party.

       

      “Knowledge of the
Buyer” means the knowledge of Richard den Drijver and Paul Vroling after
reasonable due inquiry.

       

      “Knowledge of the Seller
Representatives” means the knowledge of the Seller Representatives after
reasonable due inquiry.

       

      “Law” shall mean any
law, statute, ordinance, rule, regulation, code, writ, injunction, judgment,
ruling, order, award, resolution, edict, requirement, decree, rule of common or
civil law or treaty of any Governmental Entity.

       

      “Leased Real Property”
shall have the meaning set forth in Section
3.6(b).

       

      “Liabilities” shall
mean any direct or indirect Indebtedness (including capitalized leases),
liability, claim, loss, damage or obligation, whether known or unknown, fixed or
unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured,
subordinated or unsubordinated, matured or unmatured, accrued, absolute,
contingent or otherwise, whether asserted or unasserted including, without
limitation, liabilities on account of Taxes, and other governmental, regulatory
or administrative charges or lawsuits brought, whether or not of a kind required
by GAAP to be set forth on a financial statement.

       

      “Licensed-In Intellectual
Property” shall mean the Intellectual Property licensed pursuant to
contract by other Persons to the Company or any Affiliate thereof for use in
connection with the Business.

       

      “Licensed-Out Intellectual
Property” shall mean the Business Intellectual Property licensed pursuant
to contract by the Company or any Affiliate thereof to any other
Persons.

       

      “Lien” shall mean any
lien (including, without limitation, liens imposed by Law, such as, but not
limited to, mechanics liens), claim, charge, security interest, mortgage,
pledge, easement, encumbrance, condition, covenant or restriction of record,
zoning or similar restriction, conditional sale or other title retention
agreement, action, equity or adverse claim.

       

      “Loss” shall have the
meaning set forth in Section
7.1(b).

       

      “Management Team”
shall have the meaning set forth in Section
6.8.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Material Adverse
Effect” shall mean a material adverse effect on the business, assets,
results of operations or financial condition of the Company; provided, however, that “Material Adverse
Effect” shall not include (i) events or conditions that generally affect
the securities industry unless such events of conditions disproportionately
affect the Company’s business; or (ii) general economic conditions, unless such
general economic conditions disproportionately affect the Company’s business as
compared to the general economy.

       

      “Material Contract”
shall have the meaning set forth in Section
3.15.

       

      “Membership Interests”
shall have the meaning set forth in the recitals hereto.

       

      “Net Trading Profit”
or “NTP” shall
be calculated in accordance with the Company’s historical methods, which methods
were used to determine the Company’s audited financial statements, and shall
equal commissions and other income earned by the Company less Direct Trading
Expenses.

       

      “Organizational
Documents” shall mean (i) the memorandum, articles and/or certificate of
incorporation and/or association and the bylaws of a corporation; (ii) the
partnership agreement and any statement of partnership of a general partnership;
(iii) the limited partnership agreement and the certificate of limited
partnership of a limited partnership; (iv) any charter, certificate of formation
or similar document adopted or filed in connection with the creation, formation
or organization of a Person, including, with respect to a limited liability
company, its member and/or operating agreement; and (v) any amendment to the
foregoing.

       

      “Other Filings” shall
mean any filings required to be filed by the Buyer or the Company with any
Governmental Entity under the Securities Act, the Exchange Act, any stock
exchange rule or any other federal, state, local or foreign Laws in connection
with the transactions contemplated hereby.

       

      “Pension Plans” shall
mean, collectively, “employee pension benefit
plans” within the meaning of Section 3(2) of
ERISA.

       

      “Permits” shall mean,
with respect to a Person, all licenses, franchises, permits, zoning permits,
privileges, immunities, orders, approvals, registrations, easements, rights and
other authorizations (including all applications therefor) of any Governmental
Entity which are material or necessary to entitle such Person to own, lease,
operate or use its assets and properties or to carry on and conduct its business
as usually conducted.

       

      “Permitted Liens”
shall mean any Liens (i) for a liability reflected or referred to in the
Financial Statements, (ii) for a liability referred to in Schedule 1.1 hereto,
(iii) for Taxes that are (a) not yet due or payable or delinquent or (b) being
contested in good faith and for which adequate reserves have been made in the
Financial Statements, (iv) that constitute mechanics’, carriers’, workers’ or
similar liens, or (v) related to any matters, whether or not of record,
affecting the title of the lessor (and any underlying lessor) of the Leased Real
Property, and that do not materially detract from the value of or materially
impair the existing use of the property or assets affected by such
Liens.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Person” shall mean an
individual, a corporation, a limited liability company, a partnership, an
association, a trust or any other entity or organization, including a
Governmental Entity.

       

      “Principals” shall
mean Thomas M. Hearden and John Gilmartin.

       

      “Promoter” shall have
the meaning set forth in Section
3.7(g).

       

      “Pro Rata Share” shall
have the meaning set forth in Section
2.3(b).

       

      “Purchase Price” shall
have the meaning set forth in Section
2.2.

       

      “Realty Leases” shall
have the meaning set forth in Section
3.6(b).

       

      “Recoveries” means any
indemnity, insurance, contribution or other similar payments recovered or
recoverable by either the Buyer or the Company or their respective Affiliates
from a third-party with respect to a Loss.

       

      “Registered” shall
mean issued, registered or renewed with any Governmental Entity.

       

      “Regulatory Indemnity
Cap” shall have the meaning set forth in Section
7.1(e).

       

      “Representatives”
shall have the meaning set forth in Section
7.1(b).

       

      “Requisite Seller Regulatory
Approvals” shall have the meaning set forth in Section
3.3(c).

       

      “Return of Capital”
shall have the meaning set forth in Section
2.2(b).

       

      “Sale of the Business”
shall mean a bona fide sale of the Company to a third party that is not an
Affiliate of the Company and/or the Guarantor, whether directly or pursuant to a
merger, consolidation or otherwise, a purchase of all or substantially all of
such entity’s assets or a purchase of fifty percent (50%) or more of such
entity’s outstanding shares of capital stock.

       

      “SEC” shall mean the
Securities and Exchange Commission.

       

      “Securities Act” shall
mean the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

       

      “Seller
Representatives” means the Principals, or any other Seller(s) designated
as Seller Representative(s) pursuant to Section 8.15 of this
Agreement.

       

      “Sellers” shall have
the meaning set forth in the preamble.

       

      “Special Supervisory
Procedure” shall mean the supervisory procedures defined in Rule
3010(b)(2)(H) of the NASD Rules and Regulations.

       

      “Statements of NTP”
shall have the meaning set forth in Section
2.5(a).

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “Straddle Period”
shall have the meaning set forth in Section
6.5(a).

       

      “Subsidiary” shall
mean, when used with reference to any Person, any corporation, partnership,
limited liability company, joint venture, stock company or other entity of which
such Person (either acting alone or together with its other Subsidiaries),
directly or indirectly, owns or has the power to vote or to exercise a
controlling influence with respect to 50% of more of the capital stock or other
voting interests, the holders of which are entitled to vote for the election of
a majority of the board of directors or any similar governing body of such
corporation, partnership, limited liability company, joint venture, stock
company or other entity.

       

      “Suit” shall have the
meaning set forth in Section
3.10(g).

       

      “Tax” (or, when
referring to more than one Tax, the term “Taxes”) shall mean
any federal, state, provincial, local, city or foreign net income, gross income,
net receipts, gross receipts, profit, severance, property, production, sales,
use, license, excise, franchise, employment, payroll, withholding, alternative
or add-on minimum, ad valorem, value-added, transfer, stamp or other tax,
custom, duty, fee or other governmental charge of any kind, together with any
interest, fine, penalty, addition to tax or additional amount imposed with
respect thereto.

       

      “Tax Benefit” shall
mean the amount of the actual reduction in a party’s Taxes for the current
taxable year (including estimated Taxes) and recoveries of Taxes for a prior
taxable year through the carryback of net operating losses as a result of the
payment or accrual of any Loss or other indemnified expenses in such current
taxable year.

       

      “Tax Cost” shall mean
the amount of the actual increase in a party’s Taxes for the current taxable
year (including estimated Taxes) as a result of the receipt or accrual by such
party of indemnification payments pursuant to Section 6.5(a) or Article VIl in
such current taxable year.

       

      “Tax Return” shall
mean any return, report, statement or information statement of any kind
whatsoever required to be filed with any Taxing Authority, including any
schedule or attachment thereto and any amendment thereof.

       

      “Taxing Authority”
shall mean any governmental body or authority of any kind whatsoever (whether
federal, state, provincial, local, city, foreign or otherwise) responsible for
the imposition of a Tax.

       

      “Tax Shelter” shall
have the meaning set forth in Section
3.7(g).

       

      “Tax Shelter
Organizer” shall have the meaning set forth in Section
3.7(g).

       

      “Third Party Claim”
shall have the meaning set forth in Section
7.1(d)(1).

       

      “U.S.” shall mean the
United States of America.

       

      “Welfare Plans” shall
mean, collectively, each “employee welfare benefit plan” as such term is defined
within the meaning of Section 3(1) of
ERISA.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      Section
1.2              Other
Terms.  Other terms may be defined elsewhere in this Agreement
and, for the purposes of this Agreement, those other terms shall have the
meanings specified in those other portions unless the context requires
otherwise.  Meanings specified in this Agreement shall be applicable
to both the singular and plural forms of such terms and to the masculine,
feminine and neuter genders, as the context requires.  All references
to dollar amounts in this Agreement shall mean U.S. dollars unless otherwise
indicated.

       

      ARTICLE
II

       

      PURCHASE
AND SALE OF THE INTERESTS

       

      Section
2.1              Purchase and Sale of
Interests.  Subject to the terms and conditions as set forth
herein, at the Closing (as defined below), the Buyer shall purchase from each
Seller, and each of the Sellers, severally and not jointly, agrees to sell to
the Buyer, their respective Membership Interests as set forth opposite each
Seller’s name on Schedule A hereto, in
exchange for the Purchase Price (as defined in Section
2.2).

       

      Section
2.2              Purchase
Price.  The aggregate purchase price for the Membership
Interests (the “Purchase Price”)
shall be:

       

      (a)           Initial
Payment.  A cash payment (the “Initial Payment”) of
Two Million dollars ($2,000,000); plus

       

      (b)           Return of
Capital.  A payment equal to the Capital Balances (“Return of Capital”);
plus

       

      (c)           Deferred
Payments.

       

      (1)           During
the Earnout Period, the following earnout payments (each, a “Deferred
Payment”):

       

      (i)           For
the fiscal year 2007, the product of (x) 0.35 and (y) 4.5 times the 2007 NTP
(the “2007
Payment”); and

       

      (ii)           For
the fiscal year 2008, the product of (x) 0.35 and (y) 4 times the 2008 NTP (the
“2008
Payment”).

       

      (2)           In
the event that both Principals’ Employment Agreements are terminated without
Cause or both Principals terminate their Employment Agreements for Good Reason,
pursuant to the Employment Agreements,

       

      (i)           during
fiscal year 2007, the 2007 Payment shall be as set forth above in Section 2.2(c)(1)(i),
and the 2008 Payment shall be equal to the greater of (i) the product of 1.5 and
the 2007 NTP or (ii) the amount as set forth above in Section
2.2(c)(1)(ii); and

       

      (ii)           during
fiscal year 2008, the 2008 Payment shall be equal to the greater of (i) the
product of 1.5 and the 2007 NTP or (ii) the amount as set forth above in Section
2.2(c)(1)(ii).

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (3)           In
the event that during fiscal year 2007, there is a Sale of the Business, the
Deferred Payments shall be as set forth above in Section
2.2(c)(2)(i).  In the event that during fiscal year 2008, there
is a Sale of the Business, the 2008 Payment shall be as set forth above in Section
2.2(c)(2)(ii).

       

      (d)           In
the event of any dispute under Sections 2.2(c)(2) or (3), such dispute shall be
resolved in accordance with Section 2.5(b) below.

       

      Section
2.3              Payment of Purchase
Price.

       

      (a)           The
Initial Payment and the Return of Capital shall be paid on the date hereof by
wire transfer of immediately payable funds.  Each Deferred Payment
shall be made as promptly as reasonably practical but no later than ten (10)
days after the delivery of the applicable Balance Sheets as set forth in Section
2.5(a) below; provided, however, that if there is a dispute, the applicable
Deferred Payment shall be made as soon as reasonably practical but no later than
ten (10) days after the applicable NTP is determined in accordance with Section
2.5 of this Agreement.

       

      (b)           The
Purchase Price (including any Deferred Payments) shall be payable to the Sellers
in accordance with their respective percentage interests reflected on Schedule A (each, a
“Pro Rata
Share”).

       

      Section
2.4              Taxes on Sale; Offset
Against Deferred Payments.

       

      (a)           Any
Taxes on the sale of the Membership Interests shall be paid by the
Sellers.

       

      (b)           Buyer
shall have the right to offset against its obligations to pay the Deferred
Payments the amount of any Losses which Buyer in good faith reasonably
determines are owed by the Seller Indemnifying Parties to the Buyer pursuant to
Section 7.1(b), subject to the limitations set forth in Article VII;
provided, however, the Buyer shall deposit such amount in an escrow account
pursuant to an escrow agreement in form and substance reasonably satisfactory to
the Sellers, which escrow agreement, among other things, shall provide that the
Sellers retain any interest on any amounts deposited into escrow.

       

      Section
2.5              Determination of NTP;
Dispute Resolution.

       

      (a)           As
promptly as practicable, but in no event not later that forty-five (45) days
after the end of the applicable fiscal year, the Buyer shall cause to be
prepared and delivered to the Sellers balance sheets of the Company as of
December 31, 2007 and December 31, 2008 (the “Balance Sheets”),
which Balance Sheets shall be audited by Ernst & Young, certified public
accountants, and certified by such firm to have been prepared in accordance with
GAAP consistently applied and in substantially the manner used to prepare
audited financial statements.  The Balance Sheets shall be accompanied
by statements prepared by such accountants setting forth the NTP of the Company
in accordance with the terms and conditions of this Agreement (the “Statements of
NTP”).  The fees, costs and expenses of the Company in
connection with the preparation of the Balance Sheets and the Statements of NTP
shall be borne by the Buyer.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (b)           If
the Sellers in good faith disagree with any of the Balance Sheets, any of the
Statements of NTP or the calculations set forth in Sections 2.2(c)(2) or (3),
then the Seller Representatives shall notify the Buyer in writing (the “Notice of
Disagreement”) of such disagreement within thirty (30) days after
delivery of the applicable Balance Sheet and Statement of NTP to the
Sellers.  The Notice of Disagreement shall set forth in reasonable
detail the basis for the disagreement.  Thereafter, the Buyer and the
Sellers shall attempt in good faith to resolve and finally determine the
applicable Balance Sheet and the Statement of NTP.  If the Buyer and
the Sellers are unable to resolve the disagreement within twenty (20) days after
delivery of the Notice of Disagreement, then the Buyer and the Sellers shall
select a mutually acceptable, nationally recognized independent accounting firm
other than Ernst & Young (such accounting firm hereinafter referred to as
the “Independent
Accountant”) to resolve the disputed items and make a determination with
respect thereto.  Such determination will be made, and written notice
thereof given to the Buyer and the Sellers, within thirty (30) days after such
selection.  The determination by the Independent Accountant shall be
final, binding and conclusive upon the parties hereto.  The scope of
such firm’s engagement (which shall not be an audit) shall be limited to the
resolution of the items contained in the Notice of Disagreement, and the
recalculation, if any, of the applicable Balance Sheet and the Statement of NTP
in light of such resolution.  The fees, costs and expenses of the
Independent Accountant, if any, selected in accordance with this Section 2.5(b) will
be shared equally by the Buyer, on the one hand, and the Sellers, on the other
hand.  Within ten (10) days of delivery of a notice of determination
by the Independent Accountant described above, any adjustment shall be paid as
provided in Section
2.3.  Any portion of the Deferred Payment not in dispute shall
be paid when due.

       

      Section
2.6              The
Closing.  The closing of the transactions contemplated hereby
(the “Closing”)
shall take place at the offices of Kramer Levin Naftalis & Frankel LLP, 1177
Avenue of the Americas, New York, New York immediately upon the execution and
delivery of this Agreement (the “Closing
Date”).

       

      Section
2.7              Deliveries at
Closing.  On the Closing Date, each of the Sellers shall
deliver to the Buyer (a) certificates representing the Membership Interests,
against delivery by the Buyer to each of the Sellers of their Pro Rata Share of
the Initial Payment and the Return of Capital, by wire transfer of immediately
payable funds and (b) an affidavit of non-foreign status that complies with
Section 1445 of the Code.  At the Closing, the parties hereto shall
also enter into all Documents which are contemplated to be entered into pursuant
to this Agreement, and the Parties hereto shall execute and deliver to each
other all of the Documents and other items required to be delivered at the
Closing pursuant to this Agreement.

       

      Section
2.8              Allocation.  Buyer
and each of the Sellers agree that the Purchase Price will be allocated for Tax
purposes among the assets of the Company as set forth on Schedule
2.8.  Buyer and each of the Sellers shall report, act and file
Tax Returns in all respects and for all purposes consistent with such
allocation, and shall not take any position (whether in audits, Tax Returns or
otherwise) that is inconsistent with such allocation unless required to do so by
applicable Law.  Notwithstanding the foregoing, the Buyer and the
Sellers acknowledge that the transaction contemplated by this Agreement will be
treated for federal and state income tax purposes as a sale by the Sellers of
their Membership Interests in the Company.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      ARTICLE
III

       

      REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

       

      The Seller
Representatives, acting in such capacity, hereby represent and warrant to the
Buyer as follows:

       

      Section
3.1     
        Organization and
Subsidiaries.

       

      (a)           The
Company is a limited liability company duly organized and validly existing and
in good standing under the Laws of New York and has all requisite company power
and authority to execute this Agreement and to carry out its obligations
hereunder.

       

      (b)           The
Company has all requisite company power and authority to own, operate and lease
its properties and to carry on its business as now being conducted, and is duly
qualified in every jurisdiction in which the property owned, leased or operated
by it or the nature of the business conducted by it makes qualification
necessary.  A complete and correct set of the Organizational Documents
for the Company is set forth on Schedule
3.1.  A true, correct and complete copy of all Organizational
Documents for the Company has been previously delivered to the
Buyer.

       

      Section
3.2               Capitalization.

       

      (a)           The
authorized capital of the Company consists of membership interests, all of which
are issued and outstanding.  All of the issued and outstanding
membership interests of the Company were validly issued.  There are no
outstanding options, warrants, rights, subscriptions, stock appreciation rights,
calls, Contracts, restrictions, arrangements, agreements, convertible or
exchangeable securities or other commitments or rights to purchase or acquire
any of the authorized but previously unissued membership interests or other
securities of the Company, except for the Buyer’s rights under this
Agreement.

       

      (b)           The
Company (i) does not have or hold, either directly or indirectly, any capital or
any other equity securities or interest in, or control (whether by the ownership
or control or direction of any securities or any other voting or participating
interest or by Contract) of, any other Person or (ii) is not obligated to make
or be bound by any written, oral or other agreement, Contract or understanding
of any nature as of the date hereof or as may hereinafter be in effect under
which it may become obligated to make any future investment in, or capital
contribution to, any other Person.  To the knowledge of the Seller
Representatives, there are no voting trusts, proxies or other voting agreements
with respect to any Membership Interests.

       

      Section
3.3              Power and Authority; Effect
of Agreement; No Violation.

       

      (a)           The
Company has full power and authority to execute and deliver each Document to
which it is a party and to perform its obligations and consummate the
transactions contemplated thereby.  The execution, delivery and
performance by the Company of each Document to which the Company is a party, the
performance of its obligations thereunder and the consummation of the
transactions contemplated thereby have been duly and validly authorized by the
managers of the Company and, as required, the members of the Company and


       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      no other
company or organizational proceedings on the part of the Company is necessary to
authorize the execution and delivery of the Documents to which it is a party and
the consummation of the transactions contemplated thereby.  Each
Document to which it is a party when executed by the Company will be duly
executed and delivered by the Company and when so executed, will constitute,
assuming execution and delivery thereof by all other parties, a valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms, subject to applicable bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium and similar Laws now or hereafter in
effect relating to or affecting creditors’ rights and remedies generally and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

       

      (b)           Neither
the execution and delivery by the Company of any Document to which it is a party
nor the consummation of the transactions contemplated thereby will (i) conflict
with or violate any provision of the Organizational Documents of the Company,
(ii) conflict with or violate any Law which is applicable to the Company or to
which its properties are subject or by which the Company is bound or affected,
which violation, in the case of Laws applicable to their properties, would be
material, or (iii) conflict with or result in any material breach of or
constitute a material default (or any event, condition or circumstance which,
with the giving of notice or lapse of time or both would become a material
default) under, or give to others any rights of termination or cancellation of,
or accelerate the performance required by or maturity of, or result in the
creation of any Lien on any of the assets of the Company pursuant to any
Contract or Permit to which the Company is a party or by which any of the
assets, properties or business of the Company are bound or otherwise
affected.

       

      (c)           Except
for the consents or waivers from third parties listed on Schedule 3.3(c), no
applications, notices to, consents of, or filings with, any Governmental
Authority, self-regulatory authority or third party (the “Requisite Seller Regulatory
Approvals”) are necessary in connection with the execution and delivery
by the Company of the Documents to which it is a party and the consummation by
the Company of the transactions contemplated thereby.

       

      Section
3.4              Financial
Statements.  Schedule 3.4 contains
a true and correct copy of the audited balance sheet of the Company as of
December 31, 2006, and the related statements of operations, member’s equity and
cash flows of the Company including the related notes and schedules thereto (the
“Company Financial
Statements”).  The Company Financial Statements were prepared
from, and are in accordance with, the books and records of the Company, as
applicable, and fairly present, in all material respects, in accordance and in
conformity with GAAP (consistently applied throughout the periods covered
thereby), the financial position of the Company, as applicable, as of such date
and the respective results of operations and cash flows of the Company, as
applicable, for the period ended December 31, 2006, except as qualified in the
auditors’ report on the Company Financial Statements.

       

      Section
3.5              Absence of Certain Changes
or Events.

       

      (a)           Since
December 31, 2006 there has been no Material Adverse Effect.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (b)           Since
December 31, 2006, the Company has conducted its business solely in the ordinary
and normal course and in conformity with past practices.  Without
limiting the foregoing, except as otherwise disclosed in Schedule 3.5(b),
since December 31, 2006, the Company has not:

       

      (1)           incurred
any known Liability in excess of $50,000 individually or $100,000 in the
aggregate, other than such as may have been incurred in the ordinary course of
business consistent with past practice;

       

      (2)           made
any expenditure in excess of $50,000 individually or $100,000 in the aggregate,
other than such as may have been made in the ordinary course of business
consistent with past practice;

       

      (3)           entered
into, amended or terminated any agreement which is, or would have been if not
amended or terminated, a Material Contract and to which it is or was a party or
beneficiary or by which it is or was bound, or canceled, modified or waived any
debts owed to or claims held by it (including the settlement of any claims or
litigation), or waived any substantial right other than for terminations in
accordance with the provisions of such agreement;

       

      (4)           sold,
transferred, distributed, leased, abandoned or otherwise disposed of or
mortgaged, pledged or imposed or suffered to be imposed any Liens on, any of its
assets, properties or businesses in excess of $50,000 individually or $100,000
in the aggregate, except for in the ordinary course of business consistent with
past practice and except for Permitted Liens;

       

      (5)           extended
credit other than in the ordinary course of business consistent with past
practice or made any change in its credit practices, its method of accounting or
accounting principles or practices, its methods of maintaining its books,
accounts or business records, or its depreciation or amortization policies or
rates theretofore adopted;

       

      (6)           adopted
a plan of liquidation or resolutions providing for its liquidation, dissolution,
merger, consolidation or other reorganization;

       

      (7)           amended
its Organizational Documents;

       

      (8)           made
any loan or advance to any of its employees, individual consultants, Affiliates
or other representatives (other than advances for business expenses made in the
ordinary course of business in a manner consistent with past
practice);

       

      (9)           entered
into any other contract involving the annual payment of more than $50,000 which
is not terminable by the Company without payment or penalty upon not more than
ninety (90) days’ notice, except for contracts entered into in the ordinary
course of business consistent with past practice; or

       

      (10)         other
than as specifically contemplated by this Agreement, agreed or committed to do
any of the foregoing.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Section
3.6              Title to Properties and
Assets (other than Intellectual Property).

       

      (a)           Except
with respect to (i) Intellectual Property owned by or licensed to the Company
which is covered by Section 3.10 and (ii)
any Leased Real Property (as defined below) which is covered by Section
3.6(b):

       

      (1)           The
Company has, or will have at Closing, outright and good and valid title to its
assets, properties and businesses, free and clear of any and all Liens, except
for Permitted Liens.

       

      (2)           The
Company owns, leases or licenses or otherwise has the right to use all assets
necessary for the business of the Company or the operation
thereof.  The furniture, fixtures, machinery, equipment and other
tangible property owned or leased by the Company, each taken as a whole, are in
good working order (ordinary wear and tear excepted), properly functioning, and
usable for their intended purpose in the ordinary course of business consistent
with past practice.

       

      (3)           The
Company has not received notice from any Governmental Entity of any existing
material violation of any legal requirements relating to such assets or their
use that has not been fully resolved to the satisfaction of such Governmental
Entity.

       

      (b)           The
Company does not own any real property.  Schedule 3.6(b) sets
forth a complete and correct list of all of the real property leased, licensed
or otherwise used or occupied by the Company (each, a “Leased Real
Property”).  Each agreement to lease, license or otherwise use
or occupy such Leased Real Property to which the Company is a party, whether as
lessor or lessee, licensor or licensee, or otherwise (such agreements being
collectively referred to herein as the “Realty Leases”),
together with all amendments and assignments thereof, are listed on Schedule
3.6(b).  True and complete copies of such Realty Leases and all
amendments thereto and assignments thereof have been delivered to the
Buyer.

       

      Section
3.7              Tax
Matters.

       

      Except as
set forth on Schedule
3.7:

       

      (a)           The
Company has filed or caused to be filed with the appropriate Taxing Authority in
a timely manner all material Tax Returns required to be filed by
it.  All such Tax Returns were complete and accurate in all material
respects.  The Company has paid all Taxes due from it, whether or not
shown on any Tax Returns.  The Company has not been granted, and does
not have any outstanding requests for, an extension of time within which to file
any Tax Return which has not yet been filed or within which to pay any Taxes
which have not yet been paid.  Schedule 3.7(a)
contains a list of all jurisdictions in which the Company is required to file
any Tax Return, and no claim has ever been made by any Governmental Entity in
any jurisdiction where the Company does not file Tax Returns that the Company is
or may be subject to taxation by, or be required to file Tax Returns in, such
jurisdiction.

       

      (b)           The
Company has never been a member of an affiliated group (within the meaning of
Section 1504 of the Code) or a consolidated, combined or unitary group (under
foreign, state or local Tax Law).  The Company has never filed any
election in any jurisdiction 

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

      to be
taxed as a corporation and has always been treated as a partnership for income
tax purposes by all Taxing Authorities and jurisdictions in which it is or was
ever obligated to pay Taxes or file Tax Returns.

       

      (c)           There
are no Liens for Taxes on any of the assets of the Company, other than for Taxes
not yet due and payable.  No claims are currently being asserted with
respect to any Taxes of the Company, and no examination, audit or inquiry is
currently being conducted or pending or, to the Knowledge of the Seller
Representatives, threatened by any Taxing Authority with respect to the Company,
including any examination, audit or inquiry which could result in a Tax
liability for which the Company could be severally liable under Treasury
Regulations § 1.1502-6 or any comparable state, local or foreign Tax
provision.

       

      (d)           The
Company has complied with all applicable Laws, rules and regulations relating to
the payment and withholding of Taxes and is not liable for any Taxes for failure
to comply with such Laws, rules, and regulations.  Without limiting
the generality of the foregoing, each individual providing services to the
Company has been appropriately treated by the Company, pursuant to applicable
Law, in all material respects, as an employee or independent
contractor.

       

      (e)           There
are no outstanding waivers or comparable consents (or requests for such waivers
or consents) regarding the application of the statute of limitations with
respect to any Taxes or Tax Returns of the Company.

       

      (f)           The
Company is not a party to any Tax sharing, Tax allocation or other similar
agreement, and the Company has no liability for Taxes of any other Person as a
transferee or successor, by contract or otherwise.

       

      (g)           The
Company has not participated as a tax shelter “promoter” or “tax shelter
organizer” or as an investor in a “tax shelter” within
the meaning of Section 6111 of the Code.

       

      (h)           The
Company is not a party to any joint venture, partnership or other arrangement or
contract that could be treated as a partnership agreement for federal income tax
purposes.

       

      Section
3.8              Compliance with Law;
Governmental Permits.

       

      (a)           Except
as set forth in Section 3.8(c) below
or on Schedule
3.8(a), the conduct by the Company of its business and use of its assets
is in all material respects in conformity with all applicable foreign, federal,
state, county and local energy, public utility, health, occupational safety or
health requirements and environmental requirements and all other applicable
requirements of any Governmental Entity.

       

      (b)           Except
as set forth in Section 3.8(c) below
or on Schedule
3.8(a), (i) the Company owns, holds or possesses all Permits, the absence
of which could materially adversely affect its ability to conduct its business
and operate its properties; (ii) all such Permits are in full force and effect
and no material violations are outstanding or uncured with respect thereto, and


       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (iii) no
proceeding is pending or threatened, to revoke or limit any such Permit, and
(iv) none of such Permits shall be materially adversely affected by the
transactions contemplated hereby.

       

      (c)           The
conduct by the Company of its business and use of its assets is in all material
respects in conformity with all applicable foreign, federal, state, county and
local securities Laws as they relate to securities brokers.  The
Company (i) owns, holds or possesses all Permits related thereto, the absence of
which could materially adversely affect its ability to conduct its business and
operate its properties; (ii) all such related Permits are in full force and
effect and no material violations are outstanding or uncured with respect
thereto, and (iii) no proceeding is pending or threatened, to revoke or limit
any such related Permit, and (iv) none of such related Permits shall be
materially adversely affected by the transactions contemplated
hereby.

       

      Section
3.9              Leased
Assets.  Schedule 3.9 contains
a list of each lease, conditional sale Contract, franchise, license, other
agreement or right (including the monthly rental payment and the expiration date
of each), under which the Company is lessee of, or holds or operates, any
machinery, equipment, vehicle or other tangible personal property owned by a
third party, other than those which involve annual rental or other payments of
less than $50,000 individually or which are terminable on not more than ninety
(90) days’ notice without any liability or cost.  Each lease described
on Schedule 3.9
is in full force and effect.  The Company is not in default of, and
has not received notice in writing of any defaults by any other party to, any
such lease.

       

      Section
3.10            Intellectual
Property.

       

      (a)           Schedule 3.10(a)
contains a complete and accurate list of (i) all Business Intellectual Property
and all pending applications to register with any Governmental Entity Business
Intellectual Property owned by the Company; (ii) all Intellectual Property
Contracts (other than licenses to use “shrink-wrap” or “off-the-shelf’ software
or any other software which is generally commercially available; and Promotional
Agreements); and (iii) all unregistered and unapplied for trademarks, service
marks, logos and slogans used in the Business.  Except as set forth
thereon, all applications and registrations listed in Schedule 3.10(a) are
in full force and effect in all material respects and have not been canceled,
expired or abandoned.

       

      (b)           Except
as set forth on Schedule 3.10(b), to
the Knowledge of the Seller Representatives, the Company owns, or with respect
to the Licensed-In Intellectual Property has the valid right to use in the
Business, all Business Intellectual Property.

       

      (c)           Except
as set forth on Schedule 3.10(c), to
the Knowledge of the Seller Representatives, no Person other than the Company
has an ownership interest in, or a right to receive a royalty with respect to,
any of the Business Intellectual Property other than the Licensed-In
Intellectual Property.

       

      (d)           Except
as set forth on Schedule 3.10(d), all
Business Intellectual Property is free of all Liens, other than Permitted
Liens.  Except as set forth on Schedule 3.10(d), the
Company is not, and will not, as a result of the execution and delivery of this
Agreement or the performance by the Company of any of its obligations hereunder,
be in breach of any Intellectual Property Contract.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (e)           The
Business Intellectual Property constitutes the only Intellectual Property that
is necessary for the Company to conduct its business as currently conducted as
of the date of this Agreement, except for any Intellectual Property, the lack of
which could reasonably be expected to, individually, have a material adverse
effect on the Business.

       

      (f)           Except
as set forth on Schedule 3.10(f), to
the Knowledge of the Seller Representatives, none of the Business Intellectual
Property has been canceled, adjudicated invalid or is subject to any outstanding
challenge, order, judgment or decree restricting its use or adversely affecting
or reflecting the rights of the Company thereto.

       

      (g)           Except
as set forth on Schedule 3.10(g), to
the Knowledge of the Seller Representatives, no Person is violating or
infringing any Business Intellectual Property.

       

      (h)           The
Company is in compliance with all material applicable data protection and data
privacy Laws in the jurisdictions in which it does or has done
business.

       

      Section
3.11            Accounts Receivable;
Accounts Payable.

       

      (a)           Subject
to any reserves therefor established in a consistent manner throughout the
period covered by the Company Financial Statements and periods ending on or
before the Closing Date, all accounts, notes and other receivables reflected in
the Company Financial Statements or generated after December 31, 2006 have
arisen in the ordinary course of business consistent with past practice, arise
out of bona fide sales, and represent valid obligations to the
Company.  All accounts receivable are recorded on the books of the
Company in accordance with GAAP.

       

      (b)           All
accounts payable of the Company, including those reflected in the Company
Financial Statements, have been incurred in the ordinary course of the business
of the Company.

       

      Section
3.12            Employees and
Consultants.

       

      (a)           The
Company has as of the date hereof ten (10) employees.

       

      (b)           Schedule 3.12(b)
lists, as of the date hereof, the annual base salary or annualized wages, and
guaranteed bonus amounts yet unpaid, and any accrued, unused vacation for each
employee of the Company.

       

      (c)           Schedule 3.12(c)
lists all of the written employment, severance, management and independent
contractor agreements to which the Company is a party or by which the Company is
bound, other than pursuant to requirements of Law, complete copies of which have
been delivered to the Buyer.  There are no oral employment, severance,
management or independent contractor agreements to which the Company is a party
or by which the Company is bound which are not terminable by the Company without
payment or penalty upon not more than thirty (30) days’
notice.  Except for the arrangements set forth on Schedule 3.12(c), or
as otherwise prohibited or regulated by applicable Law, the employment of each
employee of the Company and the retention of any individual or other entity may
be terminated at any time and 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      for any
reason, without notice, and such employees, individuals and entities have the
right to resign at any time.

       

      (d)           The
Company is not delinquent in any material respect in payments to any of its
current employees or any former employees for any wages, salaries, commissions,
bonuses or other direct or indirect compensation for any services performed by
them, or for amounts required to be reimbursed to its current employees or
former employees.  Bonuses currently payable or which will be payable
in the ordinary course of business of the Company to any employee of the Company
are adequately reserved for on the Financial Statements in accordance with
GAAP.

       

      (e)           Schedule 3.12(e) sets
forth all of the executive officers of the Company.  For the purposes
of this Agreement, “executive officers”
shall have the meaning set forth in Rule 3b-7 of the Exchange Act
rules.

       

      Section
3.13            Labor Matters and Employment
Standards.

       

      (a)           The
Company has complied in all respects with all Laws applicable to it relating to
employment, including without limitation those relating to wages, hours,
collective bargaining, employment discrimination, immigration, occupational
health and safety, workers’ hazardous materials, employment standards, pay
equity and workers’ compensation.

       

      (b)           No
written notice has been received by the Company of the intent of any federal,
state, local or foreign agency responsible for the enforcement of labor or
employment Laws to conduct an investigation of the Company, and, to the
Knowledge of the Seller Representatives, no such investigation is threatened or
in progress.

       

      (c)           All
levies, assessments and penalties made against the Company pursuant to all
applicable workers compensation Laws as of December 31, 2006 have been paid or
have been reserved for or accrued on the Company Financial Statements, and the
Company has not been reassessed under any such Laws.  There have been
no levies, assessments or penalties pursuant to any applicable workers
compensation Laws against the Company since December 31, 2006.

       

      (d)           The
Company is not a party to any collective bargaining agreement or any other
agreement with any labor union or other representatives of any employees of the
Company, and no such agreement is being negotiated, and, to the Knowledge of the
Seller Representatives, there are no activities or proceedings of any labor
union to organize any employees of the Company.  There is no labor
strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage
pending or, to the Knowledge of the Seller Representatives, threatened against
or involving the Company or with respect to any employees of the
Company.

       

      (e)           To
the Knowledge of the Seller Representatives, the Company has not incurred any
liability with respect to the misclassification of any individual as an
independent contractor, consultant, leased employee or similar classification
rather than as an employee.

       

      Section
3.14            Employee Benefit and Pension
Plans.  Except as set forth on Schedule 3.14,
the Company does not maintain, sponsor or contribute to, and is not obligated to


       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      contribute
to, any Pension Plan, Welfare Plan or any other employee benefit plan, practice,
arrangement or agreement, including bonus, incentive compensation, equity
compensation, retirement, welfare benefit, savings, insurance, sick pay,
vacation pay, severance pay or other fringe benefit plan, practice, arrangement
or agreement, whether formal or informal.  There are no Liabilities
with respect to any Pension Plan, Welfare Plan or any other such plan, practice,
arrangement or agreement.

       

      Section
3.15            Contracts.  Except
as set forth on Schedule 3.15 (each a
“Material
Contract”), the Company is not a party to or bound by any written or
oral:

       

      (a)           joint
venture, partnership agreement or other arrangement involving a sharing of
profits, revenue or expenses involving the Company;

       

      (b)           guarantee
of the obligations of any Person or any agreement pursuant to which the Company
has an obligation to indemnify any Person in respect of any Liability or
obligation of any Person or to share Tax liability with any Person;

       

      (c)           consignment,
distributor, dealer, broker, manufacturer’s representative, marketing,
management, sales agency, advertising representative or public relations
Contract or endorsement or sponsorship Contract that is not terminable by the
Company without payment or penalty upon not more than ninety (90) days’ notice
and involves annual payments of greater than $50,000 individually;

       

      (d)           agreement
limiting the ability of the Company to engage in any business or to carry on any
business in any geographic area or during any period of time;

       

      (e)           agreement
to make capital expenditures in excess of $50,000 individually or $100,000 in
the aggregate;

       

      (f)           Contract
or other agreement (other than this Agreement) for the grant to any Person of
any preferential rights to purchase the assets, properties or businesses of the
Company;

       

      (g)           Contract
or other agreement for the payment of fees or other consideration to the
Company, any officer or director of the Company or any other entity in which the
Company or any officer or director of the Company has an interest;

       

      (h)           Contract
or other agreement relating to the acquisition of any operating business or the
capital stock of any Person;

       

      (i)           employment
or other similar agreement providing for compensation, severance or a fixed term
of employment in respect of services performed by any employee;

       

      (j)           management,
independent contractor, subcontractor, retainer or other similar type of
agreement under which services are provided by any Person to the Company in
excess of $50,000 per annum;

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (k)           agreement
for the purchase or sale of any products or services requiring payments in
excess of $50,000 (other than purchase orders, invoices and sale Contracts)
which is not terminable by such company without payment or penalty upon not more
than ninety (90) days’ notice;

       

      (l)           agreement
with either the Sellers or any Affiliate;

       

      (m)         lease
(as lessor, lessee, sublessor or sublessee) of any real property;

       

      (n)           lease
(as lessor, lessee, sublessor or sublessee) of tangible personal property
requiring payment during any twelve (12) month period in excess of
$50,000;

       

      (o)           license
or franchise agreement, other than Promotional Agreements and licenses to use
“shrink-wrap” or “off-the-shelf’ software or any other software which is
generally commercially available;

       

      (p)           agreement
under which any money has been or may be borrowed or loaned, or any note, bond,
factoring agreement, indenture or other evidence of Indebtedness, and each
guaranty (including “take-or-pay” and “keepwell” agreements) of any evidence of
Indebtedness, or of the net worth, of any Person;

       

      (q)           mortgage
agreement, deed of trust, security agreement, purchase money agreement,
conditional sales contract or capital lease;

       

      (r)           agreement
relating to the securities of the Company;

       

      (s)           manufacturing,
distribution or sourcing agreement or arrangement;

       

      (t)           agreement
to pay a rebate, discount, bonus or commission; or

       

      (u)           agreement,
Contract or commitment of any kind, not otherwise covered in this Section 3.15 which
(i) does not include a continuing and effective right in favor of the Company,
to terminate, without payment or penalty, on not more than ninety (90) days’
notice to the other parties, and (ii) involves annual payments greater than
$50,000 individually.

       

      Each
Material Contract to which the Company is a party is in full force and effect,
enforceable against each party thereto in accordance with its
terms.  The Company is not in default, in any material respect, under
any Material Contract to which it is a party.  Except as set forth on
Schedule 3.15,
no party to any Material Contract has given the Company in writing notice of its
intention to cancel or terminate such Material Contract.  To the
Knowledge of the Seller Representatives, there has been no material breach or
violation of any Material Contract by any other party thereto.

       

      Section
3.16            No Violation, Litigation or
Regulatory Action.  Except with respect to Tax matters which
are covered in Section
3.7, there are no (i) outstanding judgments, rulings, orders, charges,
writs, injunctions, awards or decrees of any Governmental Entity or arbitral
tribunal against or involving the Company, (ii) lawsuits, claims, suits or
judicial, legal, administrative, arbitral or other proceedings, investigations
or inquiries pending or, to the Knowledge of the 

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      Seller
Representatives, threatened against or involving the Company or any of its
assets, properties or businesses, or (iii) actions, claims, suits or proceedings
pending in which the Company is the plaintiff or claimant, other than (x) in
connection with the collection of accounts receivable or other amounts due from
third parties in the ordinary course of business consistent with past practice
or (y) as to claims that are covered fully by insurance for the benefit of the
Company, other than the payment of applicable deductibles.

       

      Section
3.17            Insurance.  Schedule 3.17 sets
forth a list of all policies or binders of fire, casualty, liability, burglary,
fidelity, workers’ compensation, vehicular, health, life and other insurance
maintained, owned or held by or providing coverage for the benefit of the
Company at any time from December 31, 2006 through the date
hereof.  True, correct and complete copies of the policies or binders
providing coverage to the Company for Directors and Officers Liability and
Employment Practices Liability have previously been delivered to the Buyer
(including without limitation copies of all written amendments, supplements and
other modifications thereto or waivers of rights thereunder).  Each
policy is in full force and effect and all premiums with respect thereto are
currently paid to the Knowledge of the Seller Representatives neither the
Company nor any Person on the Company’s behalf, has failed to give any notice or
present any claim relating to the Company under any such policy or binder in due
and timely fashion, and to the Knowledge of the Seller Representatives there are
no outstanding unpaid claims relating to the Company under any such policy or
binder.  To the Knowledge of the Seller Representatives, no facts or
circumstances exist which would relieve the insurer under any policy of its
obligation to satisfy in full any valid claim of the Company
thereunder.  To the Knowledge of the Seller Representatives, the
Company has not received any notice of cancellation or non-renewal of any such
policy or binder.

       

      Section
3.18            Environmental
Matters.  The operations of the Company are, and have been, in
material compliance with the applicable Environmental Laws in effect in the
location of such operations.  The Company has obtained and is, and has
been, in material compliance with all Permits that are required under the
applicable Environmental Laws to operate the current facilities and current
business of the Company in the applicable locations of operation.

       

      Section
3.19            Indebtedness.  All
Indebtedness of the Company as at December 31, 2006 is set forth in the Company
Financial Statements to the extent required by GAAP.  As of the date
hereof, the aggregate amount of all outstanding Indebtedness including, without
limitation, any amounts for which the Company may have any obligation as a
guarantor, primary obligor, secondary obligor or otherwise under any
Indebtedness for borrowed money of the Company, is reflected in Schedule
3.19.

       

      Section
3.20            Liabilities.  As
at December 31, 2006, the Company did not have any material Liabilities of a
kind either required by GAAP to be set forth on a financial statement that were
not fully and adequately reflected or reserved against in the Company Financial
Statements.  Schedule 3.20 sets
forth all Liabilities of a kind required by GAAP to be set forth on a financial
statement incurred by the Company since December 31, 2006 that were not incurred
in the ordinary course of business and consistent with past
practice.

       

      Section
3.21            Absence of Certain Business
Practices.  During the two (2) years immediately preceding the
date hereof, neither the Company nor, to the Knowledge of the
Seller

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    Representatives,
any officer, director, employee, consultant or agent thereof acting on its
behalf has directly or indirectly, (a) made any contribution or gift which
contribution or gift is in material violation of any applicable Law, (b) made
any bribe, rebate, payoff, influence payment, kickback or other payment to any
Governmental Entity (or representative or official thereof) or made any material
bribe, rebate, payoff, influence payment, kickback or other payment to any
Person other than a Governmental Entity, in each case, regardless of form,
whether in money, property or services (i) to obtain favorable treatment in
securing business (ii) to pay for favorable treatment for business secured,
(iii) to obtain special concessions or for special concessions already obtained
for or in respect of the Company, or (iv) in violation of any Law or legal
requirement, or (c) established or maintained, directly or indirectly, any fund
or asset of the Company for the purpose of making any payment described in the
foregoing clauses (a) and (b).  In addition to, and not in limitation
of, the foregoing, neither the Company nor, to the Knowledge of the Seller
Representatives, any officer, director, employee, consultant or agent thereof
acting on its behalf has made, directly or indirectly, any payment or promise to
pay, or gift or promise to give or authorized such a promise or gift, of any
money or anything of value, directly or indirectly, to: (x) any foreign official
(as such term is defined in the Foreign Corrupt Practices Act of 1977, as
amended (the “FCPA”)) for the
purpose of influencing any official act or decision of such official or inducing
him or her to use his or her influence to affect any act or decision of a
foreign government, or any agency or subdivision thereof; or (y) any foreign
political party or official thereof or candidate for foreign political office
for the purpose of influencing any official act or decision of such party,
official or candidate or inducing such party, official or candidate to use his,
her or its influence to affect any act or decision of a foreign government or
agency or subdivision thereof, in the case of both (x) and (y) above in order to
assist the Company to obtain or retain business for or direct business to the
Company and under circumstances which would subject the Company to liability
under the FCPA or any corresponding foreign Laws.

     

    Section
3.22     Potential Conflicts of
Interest.  Neither the Company nor, to the Knowledge of the
Seller Representatives, any executive officer, director or Affiliate of the
Company:

     

    (a)    
owns, directly or indirectly, any interest in (excepting not more than five
percent (5%) stock holdings held solely for investment purposes in securities of
any Person which is listed on any national securities exchange or regularly
traded in the over-the-counter market) or is an owner, sole proprietor,
stockholder, partner, director, officer, employee, consultant or agent of any
Person which is a lessor, lessee, customer, licensee, or supplier of the Company
(other than pursuant to arrangements on terms that would be obtained on an arms’
length basis);

     

    (b)    
other than the Company, owns, directly or indirectly, in whole or in part, any
tangible property, patent, trademark, service mark, trade name, copyright,
franchise, invention, permit or license which the Company is using or the use of
which is necessary for the Business; or

     

    (c)    
has any cause of action or other suit, action or claim whatsoever against, or
owes any amount to the Company, except for claims in the ordinary course of
business consistent with past practice, such as for accrued vacation pay and
similar matters.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    Section
3.23     Books and
Records.  Except as set forth on Schedule 3.23, the
minute books of the Company, copies of which covering the last two (2) years
have been delivered to the Buyer, contain true, complete and accurate records,
in all material respects, of all meetings and consents in lieu of meetings of
the managers, directors or the managing member (or Persons performing similar
functions) and their respective equity holders.  Except as provided in
the notes to the Company Financial Statements or as set forth on Schedule 3.23, during
the two (2) years immediately preceding the date hereof, all material
transactions involving the Company and all material assets of the Company have
been accurately accounted for in the books and records of the
Company.

     

    Section
3.24     No
Finder.  The Company has not engaged, consented to or
authorized any broker, finder, consultant, intermediary or third party
(collectively, “Brokers”) to act on
its behalf in connection with the transactions contemplated hereby other than
those Brokers the fees, commissions and/or other charges of which are the sole
responsibility of the Company.  The Sellers shall indemnify the Buyer
from and against any Liability with respect to any and all fees, commissions and
other charges arising out of any claimed retention of any Broker by the Company
in connection with this Agreement and/or the transactions contemplated
hereby.

     

    Section
3.25     No
Withdrawals.  No capital of the Company has been distributed to
Sellers since December 31, 2006, other than NTP earned during the period from
December 31, 2006 though the Closing Date.

     

    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES OF THE SELLERS

     

    Each
Seller, severally and not jointly, hereby represents and warrants, as to such
Seller, to the Buyer as follow as of the date hereof:

     

    Section
4.1     Authority; Effect of
Agreement.  Each Seller represents and warrants that (i) the
execution, delivery and performance by such Seller of this Agreement have been
duly authorized by all necessary action on the part of such Seller; (iii) this
Agreement has been duly executed and delivered on behalf of such Seller; and
(iv) this Agreement constitutes the legal, valid and binding obligation of such
Seller, enforceable against such Seller in accordance with its terms, except as
may be limited by (A) applicable bankruptcy, insolvency, reorganization,
moratorium, and other Laws of general application affecting enforcement of
creditors’ rights generally and (B) Laws relating to the availability of
specific performance, injunctive relief or other equitable
remedies.

     

    Section
4.2     Ownership of
Interests.  Each Seller is, without exception, directly or
indirectly, the record and beneficial owner of the Membership Interests set
forth opposite such Seller’s name on Schedule A,
respectively, free and clear of all Liens (other than those created by, or on
behalf of, the Buyer, or pursuant to state and federal securities Laws), and
there are no voting trusts, proxies or other voting agreements with respect to
such interests.  The delivery to the Buyer of the Membership Interests
pursuant to the provisions of this Agreement will transfer to the Buyer good and
valid title thereto, free and clear of all Liens (other than those created by,
or on behalf of, the Buyer, and pursuant to state and federal securities
Laws).

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    ARTICLE
V


     

    REPRESENTATIONS
AND WARRANTIES OF THE BUYER

     

    The Buyer
hereby represents and warrants to the Sellers as follows:

     

    Section
5.1     Organization.  The
Buyer is a limited liability company duly organized, validly existing and in
good standing under the Laws of the State of New York and has the power and
authority to enter into and carry out its obligations under this Agreement and
the other Documents.

     

    Section
5.2     Authorization and Validity
of Agreement.  The Buyer has the requisite power and authority
to execute and deliver this Agreement and the other Documents and to consummate
the transactions contemplated hereby and thereby in accordance with the terms
hereof and thereof.  The Buyer has duly authorized the execution,
delivery and performance of this Agreement and the other Documents by the Buyer,
and no other proceedings on the part of the Buyer are necessary to authorize
this Agreement and the other Documents or the transactions contemplated hereby
or thereby.  The Agreement and the other Documents have been duly
executed and delivered by the Buyer and, assuming this Agreement and the other
Documents have been duly executed and delivered and constitute the legal, valid
and binding obligation of the parties thereto other than Buyer, each constitutes
the legal, valid and binding obligation of the Buyer, enforceable against it in
accordance with their terms, subject to applicable bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium and similar Laws now or
hereafter in effect relating to or affecting creditors’ rights and remedies
generally and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     

    Section
5.3     Consents and
Approvals.  Neither the execution and delivery of this
Agreement or the other Documents by the Buyer nor the consummation by the Buyer
of the transactions contemplated hereby or thereby will require on the part of
the Buyer any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Entity.

     

    Section
5.4     No Conflict or
Violation.  Neither the execution, delivery or performance of
this Agreement and the other Documents by the Buyer, nor the consummation by the
Buyer of the transactions contemplated hereby or thereby, nor compliance by the
Buyer with any of the provisions hereof or thereof, will (i) result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation,
vesting, payment, exercise, acceleration, suspension or revocation) under, any
of the terms, conditions or provisions of any material note, bond, mortgage,
deed of trust, security interest, indenture, license, Contract, agreement, plan
or other instrument or obligation to which the Buyer is a party or by which the
Buyer, or any of its properties or assets may be bound or affected, or (ii)
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to the Buyer or any of its properties or assets, except where such
violation, breach or default would not materially adversely impair the ability
of the Buyer to consummate the transactions contemplated hereby or
thereby.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

    Section
5.5     Litigation.  There
is no suit, action, proceeding or investigation (whether at law or equity,
before or by any federal, state or foreign commission, court, tribunal, board,
agency or instrumentality, or before any arbitrator) pending or, to the
Knowledge of the Buyer, threatened against the Buyer the outcome of which would
in any manner impair the ability of the Buyer to perform its obligations
hereunder or to consummate the transactions contemplated hereby.

     

    Section
5.6     No
Finder.  The Buyer has not engaged, consented to or authorized
any Broker to act on its behalf in connection with the transactions contemplated
hereby other than those Brokers the fees, commissions and/or other charges of
which are the sole responsibility of the Buyer.  The Buyer shall
indemnify the Sellers from and against any Liability with respect to and all
fees, commissions and other charges arising out of any claimed retention of any
Broker by or on behalf of the Buyer in connection with this Agreement and/or the
transactions contemplated hereby.

     

    Section
5.7     Acquisition of Membership
Interests for Investment; Ability to Evaluate and Bear Risk.

     

    (a)    
The Buyer is acquiring the Membership Interests for investment and not with a
view toward, or for sale in connection with, any distribution thereof, nor with
any present intention of distributing or selling the Membership
Interests.  The Buyer acknowledges that the Membership Interests have
not been registered under the Securities Act and agrees that the Membership
Interests may not be sold, transferred, offered for sale, pledged, hypothecated
or otherwise disposed of without registration under the Securities Act and any
applicable state securities Laws, except pursuant to an exemption from such
registration under the Securities Act and any applicable state securities
Laws.

     

    (b)    
The Buyer is able to bear the economic risk of holding the Membership Interests
for an indefinite period, and has knowledge and experience in financial and
business matters such that it is capable of evaluating the risks of the
investment in the Membership Interests.

     

    (c)    
The Buyer is an “accredited investor” as such term is defined in Regulation D
promulgated under the Securities Act.

     

    Section
5.8     Guarantor.  The
Buyer is an indirect wholly-owned subsidiary of the Guarantor and the holder of
the securities of all of the entities owned, partly or wholly, by the Guarantor
and domiciled in the U.S, including but not limited to Van der Moolen
Specialists USA, LLC.  The Guarantor has adequate capital resources to
meet its obligations under Section 8.15.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VI


     

    POST-CLOSING
COVENANTS

     

    The
parties hereto agree that:

     

    Section
6.1 Efforts.  Subject
to the terms and conditions of this Agreement and applicable Law, each of the
parties hereto shall act in good faith and use commercially reasonable efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable or as the other party may reasonably
request for purposes of evidencing the transactions contemplated hereby and
putting the Buyer in possession and control of the Membership Interests
including, without limitation, fully cooperating with and providing assistance
to each other in obtaining all necessary consents, approvals, waivers, licenses,
permits, authorizations, registrations, qualifications or other permission or
action by, and in giving all necessary notices to and making all necessary
flings with and applications and submissions to, any Governmental Entity or
other Person or entity.

     

    Section
6.2     Acquisitions.

     

    (a)     Through
December 31, 2008, each of the Buyer, on the one hand, and the Seller
Representatives, on the other, in its or their sole discretion, has the right to
veto the acquisition of any additional entities, brokerage groups or individuals
to be integrated into the operations of the Company (each, a “New
Acquisition”).  Notwithstanding the foregoing, the Seller
Representatives shall not require the consent of the Company or the Buyer to
hire up to ten (10) additional individuals provided that none of them is a
registered person subject to Special Supervisory Procedures and provided that
the Company has not operated at a loss for two consecutive
quarters.

     

    (b)     If
the Buyer identifies and, subject to the approval of the Seller Representatives
as set forth in Section 6.2(a) above,
makes or causes the Company to make a New Acquisition, the related activities
and profit and loss will not be taken into account in determining the Deferred
Payments.

     

    (c)     If
the Seller Representatives identify and, subject to the approval of the Buyer as
set forth in Section
6.2(a) above, causes the Company to make a New Acquisition, the related
activities and profit and loss will be included in the NTP used to determine the
Deferred Payments.

     

    (d)     Any
dispute with respect to who was responsible for identifying any New Acquisition
or with respect to whether an individual is subject to Special Supervisory
Procedures will be settled by a mutually acceptable independent
arbitrator.  Such arbitrator will make a determination and provide
written notice thereof to the Buyer and the Seller Representatives, within
thirty (30) days after such determination.  If the Buyer and the
Seller Representatives are unable to agree upon a mutually acceptable
arbitrator, the arbitrator shall be selected by two additional arbitrators, one
of whom shall be selected by the Buyer and one of whom shall be selected by the
Seller Representatives.  The determination shall be final, binding and
conclusive 

     

    
      
        
        

      

      
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    upon the
parties hereto.  The fees, costs and expenses of the arbitrator, if
any, will be shared equally by the Buyer, on the one hand, and the Sellers, on
the other hand.

     

    Section
6.3     Confidentiality.  The
parties agree that the Confidentiality Letter Agreement, dated January 12, 2007,
between the Company and the Buyer (the “CLA”) shall remain in
effect, and that the existence and terms of this Agreement and the other
Documents and all information disclosed in connection with the evaluation and
negotiation of this Agreement shall be subject to the CLA.  The CLA
shall survive any termination of this Agreement.

     

    Section
6.4      Public
Announcement.  Without limiting the generality of anything
contained in Section
6.3, each of the Buyer and the Sellers shall consult with each other
before issuing any press release or making any public statement with respect to
the transactions contemplated hereby and, except as may be required by
applicable Law or any listing agreement with any securities exchange (in which
case the party required to make the release or statement shall allow the other
party reasonable time to comment on such release or statement in advance of such
issuance).

     

    Section
6.5     Tax
Matters.

     

    (a)     The
Sellers shall pay, and the Seller Indemnifying Parties shall indemnify the
Company and the Buyer against any and all Taxes of the Company and the Sellers
for all periods or portions thereof ending on or before the Closing
Date.  The Buyer shall pay, and shall indemnify the Sellers against
any and all Taxes of the Company for all periods or portions thereof beginning
after the Closing Date.  All indemnity payments made pursuant to this
Section 6.5(a)
shall be reduced to take into account the indemnified party’s Tax Benefits, if
any, and increased to take into account the indemnified party’s Tax Costs, if
any.  In any case where under applicable Law the Company’s taxable
year does not end on the Closing Date (a “Straddle Period”),
Taxes allocable to the portion of the period up to and including the Closing
Date and the portion of the period after the Closing Date shall be determined
(i) in the case of income, franchise, sales or similar Taxes, on the basis of an
interim closing of the books as of the end of the Closing Date, except that
exemptions, allowances or deductions that are calculated on an annual basis
shall be apportioned on a per diem basis, and (ii) in the case of any Tax not
based on income or receipts, the portion of such Tax allocable to the period up
to and including the Closing Date shall be equal to the amount of such Tax for
the taxable year multiplied by a fraction, the numerator of which shall be the
number of days from the beginning of the taxable year through the Closing Date
and the denominator of which shall be the number of days in the taxable year,
and the remainder of such Tax shall be allocable to the period after the Closing
Date.

     

    (b)     (1)     The
Sellers shall prepare or cause to be prepared, and file or cause to be filed on
a timely basis, all Tax Returns of the Company for all taxable periods of the
Company that end on or prior to the Closing Date, which Tax Returns shall be
prepared in a manner consistent with past practice of the
Company.  Sellers shall provide the Buyer with a copy of such Tax
Returns at least ten (10) Business Days prior to the date thereof for the
Buyer’s review and approval, which shall not be unreasonably withheld or
delayed.  The Buyer shall 

     

    
      
        
        

      

      
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    prepare or
cause to be prepared, and file or cause to be filed, all Tax Returns required to
be filed by or on behalf of the Company for all taxable periods ending after the
Closing Date.

     

    (2) 
   With respect to any Tax Return required to be filed by the
Buyer pursuant to subparagraph (1) above for any Straddle Period of the Company,
the Buyer shall provide the Seller Representatives with copies of such completed
Tax Return and a statement setting forth in reasonable detail the amount of Tax
shown on such Tax Return that is allocable to the Sellers pursuant to Section
6.5(a).  The Buyer shall provide copies of such Tax Returns to
the Seller Representatives at least ten (10) Business Days prior to the due date
thereof for the Seller Representatives’ review and approval, which shall not be
unreasonably withheld or delayed.  Not later than one Business Day
before the due date for payment of any Tax with respect to any Tax Return for a
Straddle Period, the Sellers shall pay to the Buyer an amount equal to the Taxes
allocable to the Sellers under Section
6.5(a).

     

    (3)    
After the Closing Date, the Buyer and the Company or the Sellers shall cooperate
fully, as and to the extent reasonably requested, in connection with the
preparation of Tax Returns of the Company and any audit, litigation or other
proceeding with respect to Taxes and shall make available to the other and to
any Taxing Authority, as reasonably requested, all information, records or
documents in their possession relating to Tax liabilities or potential Tax
liabilities of the Company for all periods prior to or including the Closing
Date and shall preserve all such information, records and documents until the
expiration of the applicable statute of limitations or extensions
thereof.

     

    Section
6.6     Name.  Concurrently
with the Closing, the name of the Company shall be changed to R&H,
LLC.  Each of Michael D. Robbins and Christopher P. Henderson consents
to the change of name as set forth herein and, for himself and his successors
and assigns (hereinafter collectively referred to as the “Releasor”), hereby
irrevocably and unconditionally waives, releases, and forever discharges each of
the other parties hereto from any and all claims, charges, demands, obligations
and liabilities of any kind or nature whatsoever, at law or in equity, whether
known or unknown, existing or contingent, suspected or unsuspected, apparent or
concealed which Releasor now or in the future may have or claims to have against
the other parties hereto based upon or arising out of the change of the name of
the Company.

     

    Section
6.7     Separate
Entity.  Buyer acknowledges that, through December 31, 2008,
Buyer shall not have the right to combine the Company with any other entity
without the prior written approval of the Sellers.  Sellers
acknowledge that, as of January 1, 2009, Buyer shall have the exclusive right to
combine the Company with any other entity.

     

    Section
6.8     Management
Team.  The Company shall have a management team (the “Management Team”)
which shall be comprised of four people, two representatives of the Buyer and
two representatives of the Sellers, which shall for all practical purposes be
the equivalent of a corporate board of directors.  Through December
31, 2009 and subject to the provisions contained herein, the size of such
Management Team may not be increased without the consent of the Seller
Representatives.  Through December 31, 2008, two representatives of
the Sellers shall be guaranteed a seat on the Company’s Management Team, such
initial representatives to be the Principals.  Through December 31,


     

    
      
        
        

      

      
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    2008, in
the event of a deadlock amongst the members of the Management Team, the
representatives of the Sellers shall control.  After December 31,
2008, in the event of a deadlock amongst the members of the Management Team, the
representatives of the Buyer shall control.

     

    Section
6.9     Day to Day
Management.  Until the earlier of (i) December 31, 2008 and
(ii) while any of the Sellers is employed by the Company, the Principals shall
run the day to day operations of the Company; provided that such day to day
operations are compliant with all federal and state securities regulatory
requirements.  Upon receipt by the Principals of the Buyer’s then
current policies and procedures in effect for those entities controlled by the
Buyer and domiciled in the U.S, the Principals shall implement such policies and
procedures and run the day to day operations in accordance with such policies
and procedures as soon as reasonably practicable after such
receipt.  The Buyer hereby agrees to provide the Principals of notice
of any chances to such policies and procedures and permit the Principals a
reasonable period of time to implement such changes.  Notwithstanding
the foregoing, if the Company is not profitable for two consecutive quarters,
the Buyer’s representatives on the Management Team may, at Buyer’s option, elect
to take over the day to day operations of the Company or any portion
thereof

     

    Section
6.10   Capitalization.  Buyer
shall ensure that that the Company is capitalized at no less then $500,000
through December 31, 2008; provided, however, that Buyer shall increase such
amount to $1,500,000 at the Principals’ request.  Any additional
amount of capital, in excess of $1,500,000, shall be funded at the sole
discretion of the Buyer.

     

    ARTICLE
VII

    


    INDEMNIFICATION

     

    Section
7.1     Survival of Representations,
Warranties and Covenants.

     

    (a)     The
representations and warranties contained in this Agreement shall survive the
Closing as set forth below.  The representations and warranties
contained in (i) Sections 3.1, 3.2, 3.3(a), 4.1 and 4.2 shall survive
indefinitely, (ii) Section 3.8(c) shall
survive the closing until December 31, 2009, (iii) Section 3.7 shall
survive the Closing until thirty (30) days following the expiration of the
applicable statutory period of limitations with respect to the matter to which
the claim relates, as such limitation period may be extended from time to time
and (iv) all other sections of Articles III, IV and V shall survive the
Closing until the twelve (12) month anniversary of the Closing
Date.  None of the covenants or agreements contained in this Agreement
shall survive the Closing Date other than those which by their terms contemplate
performance after the Closing Date and such surviving covenants and agreements
shall survive only for such period as is prescribed by the applicable statute of
limitations (and in each case thereafter until resolved if a claim in respect
thereof has been made prior to such date).

     

    (b)          Indemnification by the
Sellers.

     

    (1)
    Subject to the limitations set forth in Sections 7.1(a), (e), (f),
(g), (h) and (i), the
Sellers (the “Seller
Indemnifying Parties”) shall, severally but not jointly, indemnify and
hold harmless the Buyer and its Affiliates and any of its officers, directors,
employees, accountants, counsel, investment bankers, financial advisors and
other representatives (collectively, “Representatives”)
from and against any and all claims, losses, 

     

    
      
        
        

      

      
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    damages,
liabilities, deficiencies, obligations or expenses, including without limitation
reasonable third-party legal fees and expenses (collectively, “Losses”), to the
extent arising or resulting directly from any of the following: (i) any breach
of any representation or warranty made by the Seller Representatives in this
Agreement (other than those set forth in Article IV) and (ii)
any breach of any covenant made by the Seller in this Agreement.

     

    (2)     Subject
to the limitations set forth in Sections 7.1(a), (e), (f),
(g), (h) and (i), each
Seller shall, severally but not jointly, indemnify and hold harmless the Buyer
and its Affiliates and Representative from and against any and all Losses to the
extent arising or resulting from any material breach of any representation or
warranty by such Seller (but not any other Seller) set forth in Article
IV.

     

    (c)           Indemnification by the
Buyer.  Subject to the limitations set forth in Sections 7.1(a), (e), (f),
(g), (h) and (i), the Buyer shall indemnify, defend and hold harmless the
Sellers and their Affiliates and Representatives from and against any and all
Losses, to the extent arising or resulting from any of the following: (i) any
breach of any representation or warranty made by the Buyer in this Agreement and
(ii) any breach of any covenant made by the Buyer in this
Agreement.

     

    (d)           Indemnification
Procedures.

     

    (1)    
If any party (the “Indemnified Party”)
receives written notice of the commencement of any action or proceeding or the
assertion of any claim by a third party or the imposition of any penalty or
assessment for which indemnity may be sought under Section 6.5 or
under this Section
7.1 (a “Third
Party Claim”), and such Indemnified Party intends to seek indemnity
pursuant to Section
6.5 or this Section 7.1, the
Indemnified Party shall promptly provide the other party (the “Indemnifying Party”)
with notice of such Third Party Claim, provided, however, that the Indemnified
Party shall not be foreclosed from seeking indemnification pursuant to Section 6.5 or this
Section 7.1 as
a result of any failure to provide notice of the existence of such Third Party
Claim to the Indemnifying Party except and only to the extent that the
Indemnifying Party or the Indemnifying Party’s ability to contest such Third
Party Claim has been materially damaged or prejudiced as a result of such
failure.  The Indemnifying Party shall be entitled to participate in
or, at its option, assume the defense, appeal or settlement of such Third Party
Claim.  Such defense or settlement shall be conducted through counsel
selected by the Indemnifying Party and approved by the Indemnified Party, which
approval shall not be unreasonably withheld or delayed, and the Indemnified
Party shall fully cooperate with the Indemnifying Party in connection
therewith.  Notwithstanding the foregoing, an Indemnifying Party may
not assume the defense of any such Third Party Claim if the Third Party Claim
(i) is reasonably likely to result in imprisonment of the Indemnified Party,
(ii) is reasonably likely to result in an equitable remedy which would
materially impair the Indemnified Party’s ability to exercise its rights under
this Agreement, or impair the Buyer’s right or ability to operate the Company or
(iii) names both the Indemnifying Party and the Indemnified Party (including
impleaded parties) and counsel for the Indemnifying Party notifies the
Indemnified Party that representation of both parties by the same counsel would
create a conflict that would preclude representation of both
parties.  In the event that the Indemnifying Party fails to assume the
defense or settlement of any Third Party Claim within twenty (20) Business Days
after receipt of notice thereof from the Indemnified Party, or the Indemnifying
Party may not assume 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

    the
defense pursuant to the previous sentence, the Indemnified Party shall have the
right to undertake the defense, appeal or settlement of such Third Party Claim
at the expense and for the account of the Indemnifying Party.  The
Indemnifying Party shall not settle any Third Party Claim the defense or
settlement of which is controlled by it without the Indemnified Party’s prior
written consent (which consent shall not be unreasonably withheld or delayed),
unless such Third Party Claim does not relate to Taxes and the terms of such
settlement or compromise release such Indemnified Party from any and all
liability with respect to such Third Party Claim.

     

    (2) 
   Claims
Procedure.  Except with respect to Third Party Claims covered
by Section
7.1(d)(1), any Indemnified Party who wishes to make a claim for
indemnification for a Loss pursuant to Section 6.5 or this
Section 7.1
shall give written notice to the Indemnifying Party within thirty (30) days
after it acquires knowledge of the fact, event or circumstances giving rise to
the claim for the Loss; provided, however, that the Indemnified Party shall not
be foreclosed from seeking indemnification pursuant to Section 6.5 or this
Section 7.1 as a
result of any failure to provide timely notice of the existence of such claim
for a Loss to the Indemnifying Party except and only to the extent that the
Indemnifying Party has been materially damaged or prejudiced as a result of such
delay.  The Indemnifying Party shall have a period of thirty (30) days
after receipt by the Indemnifying Party of such notice and such evidence to
either (i) agree to the payment of the Loss to the Indemnified Party or (ii)
contest the payment of the Loss.  If the Indemnifying Party does not
agree to or contests the payment of the Loss within such thirty (30) day period,
the Indemnifying Party shall be deemed not to have accepted the Loss and the
parties shall negotiate in good faith to seek a resolution of such dispute and,
if not resolved through negotiations, such dispute will be resolved in
accordance with this Agreement.  If the Indemnifying Party agrees to
the payment of the Loss within such thirty (30) day period, it shall, within ten
(10) Business Days after such agreement, pay to the Indemnified Party the amount
of the Loss that is payable pursuant to Section 6.5 or this
Section 7.1,
and subject to the limitations set forth in Sections 7.1(a), and
(g).

     

    (e)     Limitations on
Indemnification.  Notwithstanding the foregoing provisions of
this Section
7.1 and subject to Sections 7.1(f), (g), (h)
and (i), neither the Seller Indemnifying Parties nor the Buyer shall have
any liability under Sections 7.1(b) and
(c),
respectively unless the aggregate liability for Losses suffered by the
indemnified parties thereunder, respectively, exceeds
*.  Notwithstanding the foregoing provisions of this Section 7.1 and
subject to Sections
7.1(f), (g), (h) and (i), (i) the aggregate liability of the Seller
Indemnifying Parties (other that a liability relating to a breach of Section 3.8(c)), on
the one hand, and the Buyer, on the other, under Sections 7.1(b) and
(c),
respectively, shall not exceed * (the “Indemnity Cap”); (ii)
the aggregate liability of the Seller Indemnifying Parties under Section 7.1(b)(1) for
a liability relating to a breach of Section 3.8(c) shall
not exceed * ; provided, however, that in all cases set forth above, in no event
shall liability exceed * (the “Regulatory Indemnity
Cap”).  Notwithstanding the foregoing provisions of this Section 7.1 and
subject to Sections
7.1(a),(f), (g),(h) and (i), (A) no party shall be responsible, pursuant
to Sections
7.1(b) or (c), for any
indemnifiable Losses suffered by another party or its Affiliates to the extent
arising out of any breach of any representation or warranty of such party herein
unless a claim therefor is asserted with specificity and in writing by the
indemnified party within the time period that such representation or warranty
survives in accordance with Section 7.1(a),
failing which such claim shall be waived and extinguished and (B) no party shall
be responsible 

     

     

      
        

      

    

    
      *
Indicates omission of material which has been separately filed pursuant to a
request for confidential treatment

       

       

    

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

     

    for any
indemnifiable Loss suffered by an Indemnified Party to the extent arising from
(a) a change in accounting or taxation Law, policy or practice made after
Closing, other than a change (x) required to comply with any Law, policy or
practice in effect at the date hereof or (y) enacted or promulgated prior to the
Closing Date but not yet effective.  Notwithstanding anything to the
contrary contained in this Section 7.1(e) or
anywhere else in this Agreement, each party shall indemnify and hold harmless
the other party and its respective Affiliates and Representatives from and
against any and all Losses incurred or suffered by such Person after the Closing
Date as a result of or arising from any fraudulent act by the other party prior
to the Closing Date.

     

    (f)           Pro Rata
Liability.  In addition to the limitations set forth in Sections 7.1(a), (e), (g),
(h) and (i), under no circumstances shall any Seller be liable for
indemnification under Section 7.1(b) of this Agreement or otherwise for an
amount in excess of such Seller’s Pro Rata Share of the lesser of (1) the
Indemnity Cap or (2) with respect to any particular claim, the amount thereof
for which an Indemnified Party is entitled to indemnification.

     

    (g)           Treatment of Indemnity
Payments for Tax Purposes.  The Sellers and the Buyer agree to
treat all payments made under the indemnity provisions of this Agreement as
adjustments to the Purchase Price for Tax purposes.

     

    (h)           Exclusive
Remedy.  The Sellers and the Buyer acknowledge and agree that
the foregoing indemnification provisions of Section 6.5 and this
Article VII
shall be the exclusive remedies and causes of action of the Indemnified Parties
with respect to any matter arising out of or in connection with this Agreement;
or any Schedule or Exhibit hereto or any certificate delivered in connection
herewith.

     

    (i)           No Consequential
Damages.  The obligations of the Sellers in respect to a claim
for indemnification under this Article VII shall not
include any special, exemplary or consequential damages, including business
interruption, or any punitive damages.

     

    (j)           After-Tax
Payments.  All indemnity payments made pursuant to this Article VII shall be
(x) reduced to take into account the Tax Benefit, if any realized by the
Indemnified Party, and (y) increased to take into account the Tax Cost, if any,
suffered by the Indemnified Party.

     

    ARTICLE
VIII

    


    MISCELLANEOUS

     

    Section
8.1      Notices.  All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been duly given or made as of the date
delivered, mailed or transmitted, and shall be effective upon receipt, if
delivered personally, mailed by registered or certified mail (postage prepaid,
return receipt requested) or sent by fax (with immediate confirmation), email or
nationally recognized overnight courier service, as follows:

     

    
      
        
        

      

      
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    If to the
Sellers, to the address set forth on Schedule
A:

     

    with a
copy to (which shall not constitute notice):

     

    Kelley
Drye & Warren LLP

    400
Atlantic Avenue

    Stamford,
CT 06901

    Attn: Paul
McCurdy, Esq.

    Fax No:
(203) 327-266

    Email:
pmccurdy@kelleydrye.com

     

    and

     

    If to the
Buyer, to:

     

    Milbridge
IV, LLC

    45
Broadway, 32nd
Floor

    New York,
New York 10006

    Attention:
Paul Vroling

    Fax No.:
(646) 576-3011

    Email:
pvroling@vdm-usa.com

     

    with
copies to (which shall not constitute notice):

     

    Kramer
Levin Naftalis & Frankel LLP

    1177
Avenue of the Americas

    New York,
New York 10036

    Attention:
Richard Marlin, Esq.

    Fax No.:
(212) 715-8000

    Email:
rmarlin@kramerlevin.com

     

    or to such
other Person or address, facsimile number or email address as either party shall
specify by like written notice to the other party hereto (any such notice of a
change of address to be effective only upon actual receipt
thereof).

     

    Section
8.2     Entire
Agreement.  This Agreement (including any Schedules and
Exhibits, which are an integral part hereof) and the other Documents constitute
the entire agreement between the parties hereto with respect to the subject
matter hereof and thereof and supersede all prior written or oral and all
contemporaneous oral agreements and undertakings between any of the parties
hereto with respect to the subject matter hereof and thereof.

     

    Section
8.3     Assignment; Binding Effect;
No Third Party Beneficiary.  Neither this Agreement nor any of
the rights, benefits or obligations hereunder may be assigned, in whole or in
part, by either party (whether by operation of Law or otherwise) without the
prior written consent of the other party hereto; provided, however, that the
Buyer may assign its rights hereunder to any Affiliate of the Buyer which
assumes the obligations of the Buyer hereunder, provided that no such assignment
shall relieve the Buyer of its obligations hereunder.  Any attempted
assignment in violation of this Section 8.3 shall be
void.  Subject to the preceding 

     

    
      
        
        

      

      
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    sentence,
this Agreement shall be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and permitted
assigns.  Except as expressly provided herein, nothing in this
Agreement is intended to, or shall be construed to, confer on any Person, other
than the parties or their respective successors and permitted assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

     

    Section
8.4     Fees and
Expenses.  Except as otherwise expressly set forth herein, all
costs and expenses incurred in connection with the negotiation, preparation and
execution of this Agreement (including, without limitation, fees and
disbursements of counsel, financial advisors and accountants) shall be borne by
the party which incurs such cost or expense and, in the case of the Company, by
the Sellers.

     

    Section
8.5     Amendments.  This
Agreement may not be amended or modified except by an instrument in writing
signed and delivered on behalf of each of the Buyer and the Seller
Representatives.

     

    Section
8.6     Waivers.

     

    (a)           No
failure on the part of any Person to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any Person in
exercising any power, right, privilege or remedy under this Agreement, shall
operate as a waiver of such power, right, privilege or remedy; and no single or
partial exercise of any such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege or
remedy.

     

    (b)           No
Person shall be deemed to have waived any claim arising out of this Agreement,
or any claim, power, right, privilege, condition or remedy under this Agreement,
unless the waiver of such claim, power, right, privilege, condition or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such Person; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.

     

    Section
8.7     Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any court of competent jurisdiction, all other conditions
and provisions of this Agreement shall nevertheless remain in full force and
effect.  Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the fullest extent
possible.

     

    Section
8.8     Captions.  The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

     

    Section
8.9     Counterparts; Facsimile
Delivery.  This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, and all of which together shall be
deemed to be one and the same instrument.  This Agreement shall become
effective when one or more such counterparts have been signed by each of the
parties and delivered to the other party.

     

    
      
        
        

      

      
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    Facsimile
or electronic image transmission of any signed original counterpart and/or
retransmission of any signed facsimile or electronic image transmission shall be
deemed the same as the delivery of an original.

     

    Section
8.10     Governing
Law.  This Agreement shall be governed by and construed in
accordance with the Laws of the State of New York, without regard to any
applicable principles of conflicts of law to the contrary.

     

    Section
8.11     Arbitration.  All
disputes or differences between or among the Parties hereto arising under or
which are related to this Agreement will be settled by arbitration in New York
City, New York, conducted in accordance with the rules of the NYSE or, if the
NYSE declines jurisdiction, the NASD or, if the NASD declines jurisdiction, the
American Arbitration Association.  Judgment upon the award entered by
the arbitrators may be entered in any court of competent
jurisdiction.  The Parties will share all the direct costs of the
arbitration and fees of the arbitrators equally; all other costs of the Parties,
including, without limitation, fees and expenses of their respective attorneys
and witnesses and for discovery, will be paid by the respective Party, except to
the extent that the arbitrators otherwise direct based on the equities of the
situation.  The arbitrators may award interest on amounts payable
under any arbitration award based on the equities of the
situation.  This Section 8.11 will
survive the expiration or termination of the other provisions of this
Agreement.

     

    Section
8.12     Construction.  In
this Agreement (i) “it” or “its” or words denoting any gender include all
genders, (ii) the word “including” shall mean “including without limitation,”
whether or not expressed, (iii) any reference to a statute shall mean the
statute and any regulations thereunder in force as of the date of this Agreement
unless otherwise expressly provided, (iv) any reference herein to a Section,
Article, Schedule or Exhibit refers to a Section or Article of or a Schedule or
Exhibit to this Agreement, unless otherwise stated, and (v) when calculating the
period of time within or following which any act is to be done or steps taken,
the date which is the reference day in calculating such period shall be excluded
and if the last day of such period is not a Business Day, then the period shall
end on the next day which is a Business Day.

     

    Section
8.13     Negotiated
Agreement.  The Buyer and the Sellers acknowledge that they
have been advised and represented by counsel in the negotiation, execution and
delivery of this Agreement and accordingly agree that if an ambiguity exists
with respect to any provision of this Agreement, such provision shall not be
construed against any party because such party or its representatives drafted
such provision.

     

    Section
8.14     Authority of the Seller
Representatives.

     

    (a)           In
order to facilitate the consummation of the transactions contemplated by this
Agreement and the other Documents and the resolution of certain matters after
the Closing Date between Buyer and Sellers, each Seller hereby appoints Thomas
M. Hearden and John Gilmartin as the Seller Representatives who shall serve as
true and lawful attorneys-in-fact and agents for each Seller in connection with
the transactions contemplated by this Agreement and the other
Documents.  By executing and delivering this Agreement, each of the
Seller Representatives (i) accepts his appointment and authorization as
attorney-in-fact and agent on 

     

    
      
        
        

      

      
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    behalf of
each Seller in accordance with the terms of this Agreement and (ii) agrees to
perform his obligations under, and otherwise comply with, this
Agreement.

     

    (b)           Each
of the Seller Representatives has the authority, without restriction, to (i)
prepare, finalize, approve and authorize all Exhibits, Schedules and other
attachments to any of this Agreement, the other Documents, and the other
contracts, certificates, instruments and documents delivered by or on behalf of
Sellers pursuant to this Agreement and the other Documents; (ii) execute,
deliver, and accept delivery of, on behalf of each Seller, any other agreements,
certificates, instruments and documents to be delivered by or on behalf of
Sellers pursuant to this Agreement or the other Documents; (iii) execute,
deliver, and accept delivery of, on behalf of each Seller, such amendments as
may be deemed by him in his sole and absolute discretion to be appropriate under
this Agreement or the other Documents; (iv) bind Sellers by all notices
received, by all agreements and determinations made, and by all agreements,
certificates, instruments and other documents executed and delivered by Sellers
under the Documents (including in connection with the Deferred Payments pursuant
to Section 2.3
of this Agreement); (v) dispute or refrain from disputing any claim made by the
Buyer under this Agreement or any other Document; (vi) negotiate and compromise
any dispute which may arise under, and exercise or refrain from exercising
remedies available under, this Agreement or any other Document (including in
connection with the Deferred Payments pursuant to Section 2.3 of this
Agreement) and sign any releases or other documents with respect to such dispute
or remedy; (vii) waive any condition contained in any Document; (viii) give any
and all consents under any Document; (ix) dispute or refrain from disputing the
Statements of NTP; (x) give such instructions and do such other things and
refrain from doing such other things as he shall in his sole and absolute
discretion deem necessary or appropriate to carry out the provisions of any
Document; (xi) receive any payments made to any Seller pursuant to any Document;
and (xii) disburse to Sellers payments made to the Seller Representatives under
any Document in accordance with Sellers’ respective interests as set forth in
Schedule
A.

     

    (c)           By
executing and delivering this Agreement, each Seller hereby, jointly and
severally, agrees to indemnify and hold each Seller Representative harmless for
any and all liability, loss, cost, damage or expense (including attorneys’ fees)
reasonably incurred or suffered as a result of the performance of his duties as
a Seller Representative under any Document, except such that arises from such
Seller Representative’s gross negligence or willful misconduct.

     

    (d)           The
Buyer shall be entitled to deal exclusively with the Seller Representatives as
the sole and exclusive representatives and agents of Sellers in respect of this
Agreement and the other Documents and all matters arising under or pertaining to
this Agreement and any Document.  Without limiting the foregoing, (i)
any notice, communication, demand, claim, action or proceeding required or
permitted hereunder may be delivered by the Buyer to or brought by the Buyer
against either of the Seller Representatives in his capacity as an agent and
representative of Sellers with the same effect, and which shall be binding and
effective to the same degree, as if delivered to or brought against all Sellers
or any of them individually and (ii) any settlement or other agreement of the
Buyer with either of the Seiler Representatives in his capacity as an agent and
representative of Sellers in respect of all matters arising under or pertaining
to this Agreement or any Document shall have the same effect, and be binding
upon, all Sellers to the same degree as if made with all Sellers or any of them
individually.  Any 

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

     

    decision,
act, consent or instruction of either of the Seller Representatives shall be
final, binding and conclusive upon each Seller, and the Buyer may rely upon any
such decision, act, consent or instruction as being the decision, act, consent
or instruction of every Seller.  The Buyer is hereby relieved from any
liability to any Person for any acts done by it in accordance with any decision,
act, consent or instruction of either of the Seller
Representatives.

     

    (e)           The
Buyer shall be entitled to regard the Persons identified to it in accordance
with the provisions of this Agreement as the Seller Representatives unless and
until the Buyer shall have received written notice, executed by both Thomas M.
Hearden and John Gilmartin, of the designation of another Seller or Sellers as
the Seller Representative(s).

     

    (f)           The
parties recognize and intend that the power of attorney granted hereunder (A) is
coupled with an interest and is irrevocable; (B) may be delegated by the Seller
Representatives as set forth above; and (C) shall survive the death or
incapacity of any Seller.

     

    (g)           If
any Seller Representative shall die, become disabled, resign his position as a
Seller Representative or otherwise be unable or unwilling to fulfill his
responsibilities hereunder, the Sellers, within ten (10) days after any such
event, shall elect by a majority of votes (with each Seller having the number of
votes equal to the number of votes such Seller had the right to cast as a holder
of voting securities of the Company immediately prior to the Closing) a
successor to such Seller Representative and immediately thereafter notify the
Buyer of the identity of such successor.  Any such successor shall
succeed such Seller Representative as Seller Representative
hereunder.

     

    Section
8.15     Guaranty.  The
Guarantor hereby absolutely and unconditionally guarantees the performance of
Buyer’s duties, obligations and responsibilities under this
Agreement.  The liability of the Guarantor shall be primary and
independent and shall not be contingent upon the exercise or enforcement by the
Sellers of whatever remedies they may have against the Buyer.  This
guaranty is continuing and irrevocable and shall remain in full force and effect
until the payment and performance on full of all duties, obligations and
responsibilities of the Buyer hereunder.  The Guarantor represents and
warrants that (i) it has all necessary legal capacity to enter into this
Agreement and to perform its obligations hereunder; (ii) the execution, delivery
and performance by the Guarantor of this guaranty have been duly authorized by
all necessary action on the part of the Guarantor; (iii) this Agreement has been
duly executed and delivered on behalf of the Guarantor; and (iv) this guaranty
constitutes the legal, valid and binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with its terms, except as may be
limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium,
and other Laws of general application affecting enforcement of creditors’ rights
generally and (B) Laws relating to the availability of specific performance,
injunctive relief or other equitable remedies.

     

    
      
        
        

      

      
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    IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first above
written.

     

    
       

      
        	BUYER:	 
	 	 	 
	MILBRIDGE
      IV, LLC	 
	 	 	 
	By:	/s/ Paul
      Vroling	 
	 	Name: Paul
      Vroling	 
	 	
                Title:
      Chief Financial Officer

              	 
	 	 	 
	
                Solely
      with respect to Section 8.15 hereof:

              	 
	 	 	 
	
                GUARANTOR:

              	 
	 	 	 
	
                VAN
      DER MOOLEN HOLDING N.V.

              	 
	 	 	 
	By:	/s/ Casper
      Rondeltap	 
	 	Name: Casper
      Rondeltap	 
	 	Title: Chief
      Operating Officer	 
	 	 	 
	
                SELLERS:

              	 
	 	 	 
	
                /s/
      John P. Gilmartin

              	 
	
                John
      P. Gilmartin

              	 
	 	 	 
	
                /s/
      Thomas M. Hearden

              	 
	
                Thomas
      M. Hearden

              	 
	 	 	 
	/s/
      Christopher J. Henderson	 
	Christopher J.
      Henderson	 
	 	 	 
	
                /s/
      Mario Lagana

              	 
	Mario
Lagana	 
	 	 	 
	
                /s/
      Michael D. Robbins

              	 
	
                Michael
      D. Robbins

              	 
	 	 	 


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Schedule
A

     

     

    
      	 	
              Members

            	 	 
	 	 	 	 	 
	
              John
      P. Gilmartin

            	
              26.125%

            	 	 	
              52
      Mitchell Place

              Little
      Silver, NJ 07739

            
	 	 	 	 	 
	
              Thomas
      M. Hearden

            	
              26.125%

            	 	 	
              80
      Prospect Hill Avenue

              Summit,
      NJ 07901

            
	 	 	 	 	 
	
              Christopher
      J. Henderson

            	
              15%

            	 	 	
              266
      Province Line Road

              Skillman,
      NJ 08558

            
	 	 	 	 	 
	
              Mario
      Lagana

            	
              22.75%

            	 	 	
              18
      Maple Street

              Englewood
      Cliffs, NJ 07632

            
	 	 	 	 	 
	
              Michael
      D. Robbins

            	
              10%

            	 	 	
              40
      East 88th Street, Apt 3A

              New
      York, NY 10128

            
	 
      	
              100%